Common use of Resignation and Removal of Trustee Clause in Contracts

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, any NIMS Insurer, the Swap Counterparty and the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall will promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies any NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, and one copy to the successor trustee. A trustee and one copy to each of such instrument shall be delivered to the Master Servicer, the Special Servicer Swap Counterparty and the Certificateholdersany NIMS Insurer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 6.05 and shall fail to resign after written request therefor by the Depositor or the Master Servicerany NIMS Insurer, or if at any time (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 if threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (iv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating or (v) the Trustee shall fail (other than by reason of to deliver the failure of either the Master Servicer information or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions reports required pursuant to Section 3.05(b), 4.01 or 9.016.01(k) through (n) hereto, then the Depositor may Depositor, any NIMS Insurer or the Master Servicer shall remove the Trustee and the Depositor shall appoint a successor trustee, if necessary, trustee acceptable to any NIMS Insurer and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and removed, one copy each to the successor trustee. A trustee and one copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Swap Counterparty and any NIMS Insurer; provided, however, that if the Certificateholders Trustee is removed for the failure to provide the accountant’s attestation pursuant to Section 6.01(l) of this Agreement, the Trustee shall reimburse the Depositor for reasonable out-of pocket costs incurred by the DepositorDepositor in providing for a successor Trustee. (c) The Holders of Certificates entitled to at least 51more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and the Depositor remove the Trustee and appoint a successor trustee, if necessary, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorizedauthorized (or by any NIMS Insurer), one complete set copy of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, one copy to the Special Trustee and one copy to the Master Servicer, the Swap Counterparty and any NIMS Insurer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer and the remaining Certificateholders by the successor trustee so appointedany NIMS Insurer. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee, trustee as provided in Section 8.086.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in and the Certificate RegisterCompanion Loan Noteholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the CertificateholdersCompanion Loan Noteholders by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master ServicerDepositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver or otherwise make available in accordance with this Agreement any current or revised Distribution Date Statement, CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial File or other report to be delivered or statement required by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five daysdays after receipt of written notice by the Trustee of such failure, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 is located or 9.01in which it holds any portion of the Trust Fund, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, trustee acceptable to the Depositor and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the Certificateholders Companion Loan Noteholders by the Depositorsuccessor trustee so appointed. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and Servicer, the remaining Certificateholders and the Companion Loan Noteholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, including P&I Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal removal, and no termination without cause shall be effective until the payment of such amounts to the TrusteeTrustee and such Fiscal Agent). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent (if different from the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee or Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, trustee if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Eventthe qualification, downgrading or withdrawal of the then-current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (ed) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate RegisterServicer and any NIMS Insurer. Upon receiving such notice of resignation, the Depositor shall will promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A one copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 6.05 and shall fail to resign after written request therefor by the Depositor or the Master Servicerany NIMS Insurer, or if at any time (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 either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or if threatened with respect to the Trust Fund by any state in which the Trustee shall fail or the Trust Fund held by the Trustee is located, (other than by reason iv) the continued use of the failure Trustee would result in a downgrading of either the rating by any Rating Agency of any Class of Certificates with a rating or the NIM Securities or (v) the Depositor desires to replace the Trustee with a successor Trustee, which successor is willing to sign the Form 10-K Certificates, then the Depositor, the NIMS Insurer or the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and the Depositor shall appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and removed, one copy each to the successor trustee. A trustee and one copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositorany NIMS Insurer. (c) The Holders of Certificates entitled to at least 51more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee and appoint a successor trustee, if necessary, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorizedauthorized (or by any NIMS Insurer), one complete set copy of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, one copy to the Special Trustee, one copy to the Master Servicer and any NIMS Insurer; the remaining Certificateholders by the Depositor shall thereupon appoint a successor trustee so appointedin accordance with this Section mutually acceptable to the Depositor, the Master Servicer and any NIMS Insurer. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, as provided in Section 8.086.07.

Resignation and Removal of Trustee. (a) The Trustee Trustee, or any trustee or trustees hereafter appointed, may at any time resign and be discharged from the trusts hereby created with respect to one or more or all series of Securities by giving written notice thereof of such resignation to the Depositor, Company and by giving to the Master Servicer, holders of Securities of the Special Servicer, to all Certificateholders at their respective addresses set forth applicable series notice thereof in the Certificate Registermanner and to the extent provided in subsection (c) of Section 5.4 with respect to reports pursuant to subsection (a) of Section 5.4. Upon receiving such notice of resignationresignation and if the Company shall deem it appropriate evidence satisfactory to it of such mailing, the Depositor Company shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable Trustee with respect to the Rating Agencies applicable series (it being understood that any successor Trustee may be appointed with respect to the Securities of one or more or all of such series and at any time there shall be only one Trustee with respect to the Securities of any particular series) by written instrument, in duplicate, executed pursuant to a Resolution of the Company, one copy of which instrument shall be delivered to the resigning Trustee, Trustee and one copy to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the CertificateholdersTrustee. If no successor trustee Trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 6.8, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (b) If In case at any time any of the following shall occur: (i) The Trustee shall fail to comply with Section 7.8 after written request therefor by the Company or by any Securityholder who has been a bona fide holder of a Security or Securities of the applicable series for at least six months, or (ii) The Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 7.9 and shall fail to resign after written request therefor by the Depositor Company or the Master Servicerby any such Securityholder, or if at any time the or (iii) The Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if then, in any such case, the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor Company may remove the Trustee with respect to the applicable series and appoint a successor trustee, if necessary, acceptable Trustee with respect to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) applicable series by written instrument, in duplicate, executed pursuant to a Resolution of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. A copy of such instrument shall be delivered Trustee, or, subject to the Master Servicerprovisions of Section 6.8, any Securityholder who has been a bona fide holder of a Security or Securities of the Special Servicer applicable series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the Certificateholders by appointment of a successor Trustee with respect to the Depositorapplicable series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee. (c) The Holders holders of Certificates entitled to at least 51% a majority in principal amount of the Voting Rights Securities of any one series voting as a separate class or all series voting as one class at the time outstanding (determined as provided in Section 8.4) may at any time remove the Trustee with respect to the applicable series or all series, as the case may be, and appoint a successor trusteeTrustee with respect to the applicable series or all series, if necessaryas the case may be, by written instrument or instruments, in triplicate, instruments signed by such Holders holders or their attorneys-in-fact duly authorized, one complete set or by the affidavits of which instruments shall be delivered the permanent chairman and permanent secretary of a meeting of the Securityholders (as elected in accordance with Section 9.5) evidencing the vote upon a resolution or resolutions submitted thereto with respect to the Master Servicersuch removal and appointment (as provided in Article Nine), one complete set and by delivery thereof to the Trustee so removed and one complete set removed, to the successor trustee so appointed. A copy of such instrument shall be delivered Trustee and to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointedCompany. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and any appointment of a successor trustee, Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, Trustee as provided in Section 8.087.11.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, any NIMS Insurer, the Swap Counterparty, the Cap Counterparty and the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall will promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies any NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, and one copy to the successor trustee. A trustee and one copy to each of such instrument shall be delivered to the Master Servicer, the Special Servicer Swap Counterparty, the Cap Counterparty and the Certificateholdersany NIMS Insurer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 6.05 and shall fail to resign after written request therefor by the Depositor or the Master Servicerany NIMS Insurer, or if at any time (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, or if (iii) the Trustee shall fail (other than by reason to observe or perform in any material respect any of the failure covenants or agreements of either the Master Servicer Trustee contained in this Agreement, (iv) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered Trust Fund held by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period is located, (v) the continued use of five days, or if the Trustee fails would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating or (vi) the Trustee shall fail to make distributions deliver the information or reports required pursuant to Section 3.05(b), 4.01 or 9.016.01(k) through (n) hereto, then the Depositor may Depositor, any NIMS Insurer or the Master Servicer shall remove the Trustee and the Depositor shall appoint a successor trustee, if necessary, trustee acceptable to any NIMS Insurer and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and removed, one copy each to the successor trustee. A trustee and one copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Swap Counterparty, the Cap Counterparty and any NIMS Insurer; provided, however, that if the Certificateholders Trustee is removed for the failure to provide the accountant’s attestation pursuant to Section 6.01(l) of this Agreement, the Trustee shall reimburse the Depositor for reasonable out-of pocket costs incurred by the DepositorDepositor in providing for a successor Trustee. (c) The Holders of Certificates entitled to at least 51more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and the Depositor remove the Trustee and appoint a successor trustee, if necessary, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorizedauthorized (or by any NIMS Insurer), one complete set copy of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, one copy to the Special Trustee and one copy to each of the Master Servicer, the Swap Counterparty, the Cap Counterparty and any NIMS Insurer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer and the remaining Certificateholders by the successor trustee so appointedany NIMS Insurer. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee, trustee as provided in Section 8.086.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by (a) giving written notice thereof of resignation to the Depositor, the Master ServicerSeller, the Special ServicerTrust Administrator, the Master Servicer and the Servicer and by mailing notice of resignation by first class mail, postage prepaid, to all the Certificateholders at their respective addresses set forth in appearing on the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to Rating Agencies, not less than 60 days before the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of date specified in such notice of resignationwhen, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. subject to Section 9.08, such resignation is to take effect, and (b) acceptance by a successor trustee in accordance with Section 9.08 meeting the qualifications set forth in Section 9.06. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time 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, liquidation or if the Trustee shall fail (other than by reason breaches any of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01representations hereunder, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. A copy of such instrument shall The Trustee may also be delivered to the Master Servicer, the Special Servicer and the Certificateholders removed at any time by the Depositor. (c) The Holders of Certificates entitled to at least 51evidencing not less than 50% of the Voting Rights may at evidenced by the Certificates. Notice of any time remove removal of the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set acceptance of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders appointment by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and shall be given to the Mortgage Loans Rating Agencies by the Depositor. If no successor trustee shall be terminated, other than any rights or obligations that accrued prior to have been so appointed and have accepted appointment within 30 days after the date giving of such termination notice of resignation or removal (including receipt of a notice of removal, the right to receive all feesresigning Trustee may, expenses and other amounts (includingat the Trust Fund’s expense, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to petition any court of competent jurisdiction for the date appointment of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) a successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.089.08 hereof.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, Depositor and the Master ServicerServicer and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 8.8 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders8.6. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 8.6 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located, (B) the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant to Section 4.02 appointment of a different trustee and such failure shall continue unremedied for a period of five days, or if (C) the Trustee fails to make distributions indemnify the Trust Fund against such tax, or (iv) during the period that the Depositor is required pursuant to file Exchange Act Reports with respect to the Trust Fund, the Trustee fails to comply with its obligations under the last sentence of Section 3.05(b7.1, in the preceding paragraph, Section 8.9 or Article X 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), 4.01 or 9.01then, in the case of clauses (i) through (iii), then the Depositor or the Master Servicer may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed and to the successor trustee. A Trustee, one copy of such instrument which shall be delivered to the Master Servicer, the Special Servicer and one copy to the Certificateholders by the Depositor. (c) successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy Notice of such instrument any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Successor Trustee). (e) . Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 8.7 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.088.8 hereof.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Registerand all Serviced Non-Trust Mortgage Loan Noteholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the CertificateholdersServiced Non-Trust Mortgage Loan Noteholders by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master ServicerDepositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), ) to timely deliver or otherwise make available in accordance with this Agreement any current or revised Distribution Date Statement, CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial File or other report to be delivered or statement required by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five daysdays after receipt of written notice by the Trustee of such failure, or if the Trustee fails shall fail (other than by reason of the failure of the Master Servicer, the Special Servicer or the Depositor or any Sub-Servicer, subcontractor, vendor or agent of the foregoing to make distributions required pursuant timely perform its obligations hereunder or in connection herewith or as a result of other circumstances beyond the Trustee's reasonable control) to timely perform any of its obligations set forth in Section 3.05(b)3.13, 4.01 Section 3.14 or 9.01Section 8.15(a) and such failure adversely affects the Depositor's ability to use or file a registration statement on Form S-3 for purposes of publicly offering commercial mortgage-backed securities, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee is located or in which it holds any portion of the Trust Fund, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, trustee acceptable to the Depositor and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the Certificateholders Serviced Non-Trust Mortgage Loan Noteholders by the Depositorsuccessor trustee so appointed. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee (with or without cause) and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and Servicer, the remaining Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's rights and obligations under this Agreement and (as among the parties hereto) in and to the Trust Mortgage Loans and the Serviced Non-Trust Mortgage Loans shall be terminated, other than (i) any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, including P&I Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee and such Fiscal Agent) or (ii) any rights or immunities described in this Agreement as surviving any resignation or removal of the Trustee, including but not limited to the rights set forth in Sections 8.05(b) and (c). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerUnderlying Certificate Seller and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 5.09, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 5.09 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders5.07. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 5.07 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located and the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant appointment of a different trustee or (iv) during the period that the Depositor is required to Section 4.02 and such failure shall continue unremedied for a period of five daysfile Exchange Act Reports with respect to the Trust Fund, or if the Trustee fails to make distributions required pursuant to comply with its obligations under this Agreement, including the preceding paragraph, Section 3.05(b5.09 or Article IX and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 or 9.01then, then in the case of clauses (i) through (iii), the Depositor or the Master Servicer, or in the case of clause (iv), the Depositor, may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed and to the successor trustee. A Trustee, one copy of such instrument which shall be delivered to the Master Servicer, the Special Servicer and one copy of which shall be delivered to the Certificateholders by the Depositor. (c) successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Master ServicerDepositor, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy , together with a written description of the basis of such instrument removal. Notice of any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer each Rating Agency and the remaining Certificateholders Underlying Certificate Seller by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 5.08 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.085.09 hereof.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerUnderlying Certificate Seller and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 5.09, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 5.09 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders5.07. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 5.07 and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if (ii) at any time the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located and (B) the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant appointment of a different trustee or (iv) , during the period which the Depositor is required to Section 4.02 and such failure shall continue unremedied for a period of five daysfile Exchange Act Reports with respect to the Trust Fund, or if the Trustee fails to make distributions required pursuant to comply with its obligations under, the preceding paragraph, Section 3.05(b5.10 or Article 9 and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 or 9.01then, in the case of clauses (i) through (iii), then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed Trustee, one copy of which shall be delivered to the Depositor and one copy to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Master ServicerDepositor, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed, together with a written description of the basis for such removal. A copy As long as any Voting Rights are held by parties other than the Underlying Certificate Seller, its Affiliates, or its agents, Voting Rights of Certificates held by the Underlying Certificate Seller, its Affiliates or its agents as the Underlying Certificate Seller shall certify to the Trustee upon any such instrument entity obtaining such ownership will be excluded from participating in such voting arrangements, and excluded from determining the 51% threshold. Notice of any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer each Rating Agency and the remaining Certificateholders Underlying Certificate Seller by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 5.08 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.085.09 hereof.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer and the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall will promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, and one copy to the successor trustee. A , and one copy to each of such instrument shall be delivered to the Master Servicer, the Special Servicer and the CertificateholdersNIMS Insurer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 6.05 and shall fail to resign after written request therefor by the Depositor or the Master ServicerNIMS Insurer, or if at any time (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 either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or if threatened with respect to the Trust Fund by any state in which the Trustee shall fail or the Trust Fund held by the Trustee is located, or (other than by reason iv) the continued use of the failure Trustee would result in a downgrading of either the rating by any Rating Agency of any Class of Certificates with a rating or the NIM Securities, then the Depositor, the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure NIMS Insurer shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and the Depositor shall appoint a successor trustee, if necessary, trustee acceptable to the NIMS Insurer and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and removed, one copy each to the successor trustee. A , and one copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the DepositorNIMS Insurer. (c) The Holders of Certificates entitled to at least 51more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of each Class of Certificates (or the NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee and appoint a successor trustee, if necessary, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneys-in-attorney in fact duly authorizedauthorized (or by the NIMS Insurer), one complete set copy of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, one copy to the Special Trustee, one copy each to the Master Servicer and the remaining Certificateholders by NIMS Insurer; the Depositor shall thereupon appoint a successor trustee so appointedin accordance with this Section mutually acceptable to the Depositor, the Master Servicer and the NIMS Insurer. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon (i) payment of all unpaid amounts owed to the Trustee and (ii) acceptance of appointment by the successor trustee, as provided in Section 8.086.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer and the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall will promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, and one copy to the successor trustee. A , and one copy to each of such instrument shall be delivered to the Master Servicer, the Special Servicer and the CertificateholdersNIMS Insurer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 6.05 and shall fail to resign after written request therefor by the Depositor or the Master ServicerNIMS Insurer, or if at any time (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 either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or if threatened with respect to the Trust Fund by any state in which the Trustee shall fail or the Trust Fund held by the Trustee is located, (other than by reason iv) the continued use of the failure Trustee would result in a downgrading of either the rating by any Rating Agency of any Class of Certificates with a rating or the NIM Securities, or (v) the Depositor desires to replace the Trustee with a successor Trustee, which successor is willing to sign the Form 10-K Certification, then the Depositor, the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure NIMS Insurer shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and the Depositor shall appoint a successor trustee, if necessary, trustee acceptable to the NIMS Insurer and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and removed, one copy each to the successor trustee. A , and one copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the DepositorNIMS Insurer. (c) The Holders of Certificates entitled to at least 51more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of each Class of Certificates (or the NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee and appoint a successor trustee, if necessary, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorizedauthorized (or by the NIMS Insurer), one complete set copy of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, one copy to the Special Trustee, one copy each to the Master Servicer and the remaining Certificateholders by NIMS Insurer; the Depositor shall thereupon appoint a successor trustee so appointedin accordance with this Section mutually acceptable to the Depositor, the Master Servicer and the NIMS Insurer. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, as provided in Section 8.086.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent (if different from the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's ’s reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee or Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, trustee if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Eventthe qualification, downgrading or withdrawal of the then-current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (ed) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by (a) giving written notice thereof of resignation to the DepositorDepositor and the Insurer and by mailing notice of resignation by first class mail, the Master Servicer, the Special Servicerpostage prepaid, to all the Certificateholders at their respective addresses set forth in appearing on the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the Rating Agencies, not less than 60 days before the date specified in such notice when, subject to Section 9.08, such resignation is to take effect, and (b) acceptance by a successor trustee. A copy of such instrument shall be delivered trustee acceptable to the Master Servicer, Insurer in accordance with Section 9.08 meeting the Special Servicer and the Certificateholdersqualifications set forth in Section 9.06. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) . If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time 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, liquidation or if the Trustee shall fail (other than by reason breaches any of its obligations or representations hereunder, then the Insurer or, with the prior written consent of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control)Insurer, to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. A copy of such instrument shall The Trustee may also be delivered to the Master Servicer, the Special Servicer and the Certificateholders removed at any time by the Depositor. (c) The Holders of Certificates entitled to at least 51evidencing not less than 50% of the Voting Rights may at evidenced by the Certificates with the prior written consent of the Insurer. Notice of any time remove removal of the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set acceptance of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders appointment by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and shall be given to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to Rating Agencies by the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Servicer. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.089.08 hereof.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicateCompany, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 effective 60 days after the giving receipt of such notice of resignationunless the Company and the Trustee agree otherwise; provided, the resigning Trustee may petition however, that any court of competent jurisdiction for such resignation shall be effective only after the appointment of a successor trustee. (b) If at any time the The Trustee shall cease to may be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor removed by the Depositor Company on 60 days’ written notice or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered upon shorter written notice accepted by the Trustee pursuant prior to Section 4.02 and such failure shall continue unremedied for a period Change of five daysControl. Subsequent to a Change of Control, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by be removed upon 60 days’ written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders notice by the DepositorCompany only with the consent of a majority of the Participants. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove If the Trustee and appoint resigns within two years after a Change of Control, the Company, or, if the Company fails to act within a reasonable period of time following such resignation, the Trustee shall apply to a court of competent jurisdiction for the appointment of a successor trustee, if necessary, by written instrument trustee or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointedfor instructions. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any Upon resignation or removal of the Trustee and appointment of a successor trustee, pursuant all assets shall subsequently be transferred to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit. (e) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph (a) or (b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as provided administrative expenses of the Trust. (f) Upon resignation or removal of the Trustee, the Trustee may reserve such sums as it deems necessary to defray its expenses in Section 8.08settling its accounts, to pay any of its compensation due and unpaid, and to discharge any obligations of the Trust for which the Trustee may be liable; but if the sums so reserved are not sufficient for those purposes, the Trustee shall be entitled to recover the amount of any deficiency from the Company.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerServicer and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 8.08 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders8.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . 103 As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor thereto by the Depositor NIM Insurer or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located and the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for appointment of a period of five daysdifferent trustee, or if (iv) during the period that the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the Trustee fails to make distributions required pursuant to comply with its obligations under the last sentence of Section 3.05(b7.01, in the preceding paragraph, Section 8.09 or Article XI and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 then, in the case of clauses (i) through (iii), the Depositor, the NIM Insurer or 9.01the Master Servicer, then and in the Depositor case of clause (iv), the Depositor, may remove the Trustee and appoint a successor trustee, if necessary, reasonably acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) NIM Insurer, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed and to the successor trustee. A Trustee, one copy of such instrument which shall be delivered to the Master Servicer, one copy of which shall be delivered to the Special Servicer NIM Insurer and one copy of which shall be delivered to the Certificateholders by the Depositor. (c) successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee 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 by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed removed, one complete set to the NIM Insurer and one complete set to the successor trustee so appointed. A copy Notice of such instrument any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 60 days’ written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall will promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, Trustee and one copy to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. The successor trustee shall notify the Rating Agency and the Servicer of any change of Trustee. (b) If at any time any of the following events shall occur: (i) the Trustee shall cease ceases to be eligible in accordance with the provisions of Section 8.06 6.05 and shall fail fails to resign after written request therefor by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee fails to perform its obligations pursuant to Section 5.02 to make distributions to Certificateholders, which failure continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall become have been given to the Trustee by the Depositor, (iii) the Trustee fails to provide a Back-up Certificate, Assessment of Compliance or an Accountant’s Attestation required under Sections 6.20, 6.21 and 6.22, respectively, by March 15 of each year in which Exchange Act reports are required, (iv) the Trustee becomes incapable of acting, or shall be is adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be is appointed, or any public officer shall take takes charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (v) a tax is imposed or if threatened with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered Trust Fund held by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five daysis located, or if (vi) the continued use of the Trustee fails to make distributions required pursuant to Section 3.05(b)would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating; then, 4.01 or 9.01in each such case, then the Depositor may shall remove the Trustee and the Depositor shall appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and removed, one copy to the successor trustee. A trustee and one copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee and appoint a successor trustee, if necessary, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorized, one complete set copy of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, one copy to the Special Servicer Trustee and one copy to the remaining Certificateholders by Servicer; the Depositor shall thereupon appoint a successor trustee so appointedin accordance with this Section. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.086.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail fail, if the Trustee is the Paying Agent (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section Sections 3.05(b), 4.01 ) or 9.014.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (ed) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in and the Certificate RegisterCompanion Loan Noteholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the CertificateholdersCompanion Loan Noteholders by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master ServicerDepositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver or otherwise make available in accordance with this Agreement any current or revised Distribution Date Statement, CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial File or other report to be delivered or statement required by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five daysdays after receipt of written notice by the Trustee of such failure, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 is located or 9.01in which it holds any portion of the Trust Fund, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, trustee acceptable to the Depositor and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the Certificateholders Companion Loan Noteholders by the Depositorsuccessor trustee so appointed. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and Servicer, the remaining Certificateholders and the Companion Loan Noteholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, including P&I Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08. (f) Following the Closing Date, for so long as the Trust is subject to the reporting requirements of the Exchange Act, the Trustee may not appoint any sub-servicer that is or could become a Reporting Servicer without the prior written consent of the Depositor, which consent shall not be unreasonably withheld.

Resignation and Removal of Trustee. (a) The Trustee Trustee, or any ---------------------------------- trustee or trustees hereafter appointed, may at any time resign and be discharged from the trusts hereby created with respect to one or more or all series of Securities by giving written notice thereof of such resignation to the Depositor, Company and by giving to the Master Servicer, holders of Securities of the Special Servicer, to all Certificateholders at their respective addresses set forth applicable series notice thereof in the Certificate Registermanner and to the extent provided in subsection (c) of SECTION 5.04 with respect to reports pursuant to subsection (a) of SECTION 5.04. Upon receiving such notice of resignationresignation and if the Company shall deem it appropriate evidence satisfactory to it of such mailing, the Depositor Company shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable Trustee with respect to the Rating Agencies applicable series (it being understood that any successor Trustee may be appointed with respect to the Securities of one or more or all of such series and at any time there shall be only one Trustee with respect to the Securities of any particular series) by written instrument, in duplicate, executed pursuant to a Resolution of the Company, one copy of which instrument shall be delivered to the resigning Trustee, Trustee and one copy to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the CertificateholdersTrustee. If no successor trustee Trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of SECTION 6.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (b) If In case at any time any of the following shall occur: (1) The Trustee shall fail to comply with SECTION 7.08 after written request therefor by the Company or by any Securityholder who has been a bona fide holder of a Security or Securities of the applicable series for at least six months, or (2) The Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 SECTION 7.09 and shall fail to resign after written request therefor by the Depositor Company or the Master Servicerby any such Securityholder, or if at any time the or (3) 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, or if then, in any such case, the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor Company may remove the Trustee with respect to the applicable series and appoint a successor trustee, if necessary, acceptable Trustee with respect to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) applicable series by written instrument, in duplicate, executed pursuant to a Resolution of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. A copy of such instrument shall be delivered Trustee, or, subject to the Master Servicerprovisions of SECTION 6.08, any Securityholder who has been a bona fide holder of a Security or Securities of the Special Servicer applicable series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the Certificateholders by appointment of a successor Trustee with respect to the Depositorapplicable series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee. (c) The Holders holders of Certificates entitled to at least 51% a majority in principal amount of the Voting Rights Securities of any one series voting as a separate class or all series voting as one class at the time outstanding (determined as provided in SECTION 8.04) may at any time remove the Trustee with respect to the applicable series or all series, as the case may be, and appoint a successor trusteeTrustee with respect to the applicable series or all series, if necessaryas the case may be, by written instrument or instruments, in triplicate, instruments signed by such Holders holders or their attorneys-in-fact duly authorized, one complete set or by the affidavits of which instruments shall be delivered the permanent chairman and permanent secretary of a meeting of the Securityholders (as elected in accordance with SECTION 9.05) evidencing the vote upon a resolution or resolutions submitted thereto with respect to the Master Servicersuch removal and appointment (as provided in Article IX), one complete set and by delivery thereof to the Trustee so removed and one complete set removed, to the successor trustee so appointed. A copy of such instrument shall be delivered Trustee and to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointedCompany. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and any appointment of a successor trustee, Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, Trustee as provided in Section 8.08SECTION 7.11.

Resignation and Removal of Trustee. (a) Section 8.1. The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, Chairman of the Master Servicer, Committee or to the Special Servicer, to all Certificateholders at their respective addresses set forth in Secretary of the Certificate Register. Upon receiving such notice of resignation, the Depositor Board which shall promptly appoint be effective 30 days after delivery unless prior thereto a successor trustee meeting Trustee shall have been appointed. Section 8.2. The Trustee may be removed by the requirements in Section 8.06 and acceptable Board at any time upon 30 days written notice to the Rating Agencies Trustee; such notice, however, may be waived by written instrument, in duplicate, which instrument the Trustee. Section 8.3. The appointment of a successor Trustee hereunder shall be delivered accomplished by and shall take effect upon the delivery to the resigning or removed Trustee, as the case may be, of written notice of the Committee appointing such successor Trustee, and an acceptance in writing of the office of successor Trustee hereunder executed by the successor so appointed. Any successor Trustee may be either a corporation authorized and empowered to exercise trust powers or one or more individuals. All of the provisions set forth herein with respect to the Trustee shall relate to each successor trustee. A copy of Trustee so appointed with the same force and effect as if such instrument shall be delivered to successor Trustee had been originally named herein as the Master Servicer, the Special Servicer and the CertificateholdersTrustee hereunder. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignationresignation shall have been given under the provisions of this article a successor Trustee shall not have been appointed, the resigning Trustee or the Company may petition apply to any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (b) If at any time Section 8.4. Upon the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trusteeTrustee, pursuant the resigning or removed Trustee shall transfer and deliver the Fund to such successor Trustee, after reserving such reasonable amount as it shall deem necessary to provide for its expenses in the settlement of its account, the amount of any of compensation due to it and any sums chargeable against the provisions of this Section 8.07 Fund for which it may be liable. If the sums so reserved are not sufficient for such purposes, the resigning or removed Trustee shall not become effective until acceptance of appointment by be entitled to reimbursement for any deficiency from the successor trustee, as provided in Section 8.08Trustee and the Company who shall be jointly and severally liable therefor.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerServicer and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 8.08 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders8.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if liquidation,(iii) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located, and the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant appointment of a different trustee or (iv) during the period that the Depositor is required to Section 4.02 and such failure shall continue unremedied for a period of five daysfile Exchange Act Reports with respect to the Trust Fund, or if the Trustee fails to make distributions required pursuant to comply with its obligations under the last sentence of Section 3.05(b7.01, the preceding paragraph, Section 8.09 or Article XI and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 or 9.01then, then in the case of clauses (i) through (iii), the Depositor or the Master Servicer, or in the case of clause (iv), the Depositor, may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed and to the successor trustee. A Trustee, one copy of such instrument which shall be delivered to the Master Servicer, the Special Servicer and one copy of which shall be delivered to the Certificateholders by the Depositor. (c) successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed removed, one complete set to the successor so appointed and one complete set to the successor trustee so appointed. A copy Depositor, together with a written description of the basis of such instrument removal. Notice of any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.088.08 hereof.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate RegisterRegister and to the Great Mall B-Noteholder. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the CertificateholdersGreat Mall B-Noteholder. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Eventthe qualification, downgrading or withdrawal of the then current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and Servicer, the remaining Certificateholders and the Great Mall B-Noteholder by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent (if different from the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee or Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, trustee if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Eventthe qualification, downgrading or withdrawal of the then-current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the TrusteeTrustee and such Fiscal Agent). (ed) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee or any successor hereafter appointed, may at any time resign and be discharged from with respect to the trusts hereby created Debentures by giving written notice thereof to the DepositorCompany and by transmitting notice of resignation by mail, the Master Servicer, the Special Servicerfirst class postage prepaid, to all Certificateholders at the Debentureholders, as their respective names and addresses set forth in appear upon the Certificate Debenture Register. Upon receiving such notice of resignation, the Depositor Company shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable with respect to the Rating Agencies Debentures by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee, Trustee and one copy to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with respect to Debentures, or any Debentureholder who has been a bona fide holder of a Debenture or Debentures for at least six months may, subject to the provisions of Section 6.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appointment a successor trustee. (b) If In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Debentureholder who has been a bona fide holder of a Debenture or Debentures for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 7.09 and shall fail to resign after written request therefor by the Depositor Company or the Master Servicer, or if at by any time such Debentureholder; or (3) 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, or if then, in any such case, the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor Company may remove the Trustee with respect to all Debentures and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. A copy If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such instrument shall be delivered notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with respect to Debentures, , or, subject to the Master Servicerprovisions of Section 6.08, unless the Special Servicer Trustee's duty to resign is stated as provided herein, any Debentureholder who has been a bona fide holder of a Debenture or Debentures for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the Certificateholders by appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the DepositorTrustee and appoint a successor trustee. (c) The Holders holders of Certificates entitled to at least 51% a majority in aggregate principal amount of the Voting Rights Debentures at the time outstanding may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee with respect to the Debentures pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.087.11.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerServicer and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 8.08 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders8.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 of this Agreement and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located and the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for appointment of a period of five daysdifferent trustee, or if (iv) during the period that the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the Trustee fails to make distributions required pursuant to comply with its obligations under the last sentence of Section 3.05(b7.01, the preceding paragraph, Section 8.09 or Article XI and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 then, in the case of clauses (i) through (iii), the Depositor or 9.01the Master Servicer, then or in the case of clause (iv), the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed and to the successor trustee. A Trustee, one copy of such instrument which shall be delivered to the Master Servicer, the Special Servicer and one copy to the Certificateholders by the Depositor. (c) successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed removed, one complete set to the successor so appointed and one complete set to the successor trustee so appointedDepositor, together with a written description of the basis for such removal. A copy Notice of such instrument any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.088.08 of this Agreement.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Registerand all Serviced Non-Trust Mortgage Loan Noteholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the CertificateholdersServiced Non-Trust Mortgage Loan Noteholders by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master ServicerDepositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), ) to timely deliver or otherwise make available in accordance with this Agreement any current or revised Distribution Date Statement, CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial File or other report to be delivered or statement required by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five daysdays after receipt of written notice by the Trustee of such failure, or if the Trustee fails shall fail (other than by reason of the failure of the Master Servicer, the Special Servicer or the Depositor or any sub-Servicer, Subcontractor, vendor or agent of the foregoing to make distributions required pursuant timely perform its obligations hereunder or in connection herewith or as a result of other circumstances beyond the Trustee's reasonable control) to timely perform any of its obligations set forth in Section 3.05(b)3.13, 4.01 Section 3.14 or 9.01Section 8.15(a) and such failure adversely affects the Depositor's ability to use or file a registration statement on Form S-3 for purposes of publicly offering commercial mortgage-backed securities, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee is located or in which it holds any portion of the Trust Fund, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, trustee acceptable to the Depositor and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the Certificateholders Serviced Non-Trust Mortgage Loan Noteholders by the Depositorsuccessor trustee so appointed. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee (with or without cause) and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and Servicer, the remaining Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's rights and obligations under this Agreement and (as among the parties hereto) in and to the Trust Mortgage Loans and the Serviced Non-Trust Mortgage Loans shall be terminated, other than (i) any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, including P&I Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee and such Fiscal Agent) or (ii) any rights or immunities described in this Agreement as surviving any resignation or removal of the Trustee, including but not limited to the rights set forth in Sections 8.05(b) and (c). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Registerand all Non-Trust Mortgage Loan Noteholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the CertificateholdersNon-Trust Mortgage Loan Noteholders by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master ServicerDepositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), ) to timely deliver or otherwise make available in accordance with this Agreement any current or revised Distribution Date Statement, CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial File or other report to be delivered or statement required by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five daysdays after receipt of written notice by the Trustee of such failure, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 is located or 9.01in which it holds any portion of the Trust Fund, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, trustee acceptable to the Depositor and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the Certificateholders Non-Trust Mortgage Loan Noteholders by the Depositorsuccessor trustee so appointed. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and Servicer, the remaining Certificateholders and the Non-Trust Mortgage Loan Noteholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's rights and obligations under this Agreement and (as among the parties hereto) in and to the Trust Mortgage Loans and the Non-Trust Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, including P&I Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal removal, and no termination without cause shall be effective until the payment of such amounts to the TrusteeTrustee and such Fiscal Agent). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by (a) giving written notice thereof of resignation to the Depositor, the Master ServicerSeller and the Servicer and by mailing notice of resignation by first class mail, the Special Servicerpostage prepaid, to all the Certificateholders at their respective addresses appearing on the Certificate Register and, so long as the Class I-A and the Class B Certificates are outstanding, to the Rating Agencies, not less than 60 days before the date specified in such notice when, subject to Section 9.08, such resignation is to take effect, and (b) acceptance by a successor trustee in accordance with Section 9.08 meeting the qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders9.06. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) . If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master Servicer, or if at any time 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, liquidation or if the Trustee shall fail (other than by reason breaches any of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01representations hereunder, then the Depositor Depositor, with the consent of the Servicer, may remove the Trustee and and, with the consent of the Servicer, appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. trustee and, so long as the Class I-A copy of such instrument shall be delivered and the Class B Certificates are outstanding, to the Master Servicer, the Special Servicer and the Certificateholders Rating Agencies. The Trustee may also be removed at any time by the Depositor. (c) The Holders of Certificates entitled to at least 51evidencing not less than 50% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders evidenced by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Certificates. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.089.08 hereof.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master ServicerServicers, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerServicers, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the either Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee shall fail (other than by reason of the failure of either Master Servicer, the Special Servicer or the Depositor to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control) to timely perform any of its obligations set forth in Section 3.13, Section 3.14 or Section 8.16(a) and such failure adversely affects the Depositor's ability to use or file a registration statement on Form S-3 for purposes of publicly offering commercial mortgage-backed securities, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer Servicers and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerServicers, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the each Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Trustee, the Depositor, any NIMS Insurer and the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall will promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies any NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, and one copy to the successor trustee. A , and one copy to each of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholdersany NIMS Insurer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 6.05 and shall fail to resign after written request therefor by the Depositor or the Master Servicerany NIMS Insurer, or if at any time (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 if threatened with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered Trust Fund held by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period is located or (v) the continued use of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, then the Depositor may or any NIMS Insurer shall remove the Trustee and the Depositor shall appoint a successor trustee, if necessary, trustee acceptable to any NIMS Insurer and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and removed, one copy each to the successor trustee. A trustee and one copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositorany NIMS Insurer. (c) The Holders of Certificates entitled to at least 51more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee and appoint a successor trustee, if necessary, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorizedauthorized (or by any NIMS Insurer), one complete set copy of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, one copy to the Special Trustee, one copy each to the Master Servicer and any NIMS Insurer; the remaining Certificateholders by the Depositor shall thereupon appoint a successor trustee so appointedin accordance with this Section mutually acceptable to the Depositor, the Master Servicer and any NIMS Insurer. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon payment of all unpaid amounts owing to the Trustee and acceptance of appointment by the successor trustee, trustee as provided in Section 8.086.07.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicateCompany, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 effective 60 days after the giving receipt of such notice of resignation, unless the resigning Company and the Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeagree otherwise. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor The Company, by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or action of its property shall be appointedBoard, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trusteeat any time upon 60 days written notice, or upon shorter notice if necessary, acceptable to the Master Servicer and Trustee. In the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrumentevent it resigns or is removed, in duplicate, which instrument shall be delivered to the Trustee so removed and shall have a right to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositorhave its accounts settled as provided in Section 6 hereof. (ci) The Holders of Certificates entitled to at least 51% of Upon the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and the appointment of a successor trusteeTrustee, pursuant all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit. (ii) The Trustee may reserve such sums as the Trustee shall deem necessary to defray its expenses in settling its accounts, to pay any of its compensation due and unpaid and to discharge any obligation of the provisions Fund for which the Trustee may be liable. If the sums so reserved are not sufficient for these purposes, the Trustee shall be entitled to recover the amount of this Section 8.07 shall not become effective until acceptance of appointment by any deficiency from either the Company or the successor trusteeTrustee, or both. When the Fund shall have been transferred and delivered to the successor Trustee and the accounts of the Trustee have been settled as provided in Section 8.086 hereof, the Trustee shall be released and discharged from all further accountability or liability for the Fund and shall not be responsible in any way for the further disposition of the Fund or any part thereof. (i) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 10 hereof, by the effective date of resignation or removal under subsection (b) above. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee incurred in connection with the proceeding shall be allowed as administrative expenses of the Trust. (ii) Each successor trustee shall have all the powers and duties conferred upon the Trustee in this Trust Agreement and "Trustee", as used in this Agreement, shall be deemed to include any successor Trustee.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice thereof of resignation to the DepositorDepositor and the NIM Insurer and by mailing notice of resignation by first class mail, the Master Servicer, the Special Servicerpostage prepaid, to all the Certificateholders at their respective addresses appearing on 104 the Certificate Register and each Rating Agency, not less than 60 days before the date specified in such notice when, subject to Section 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIM Insurer in accordance with Section 8.09 and meeting the qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) . If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 8.07 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerNIM Insurer, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located, (B) the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant to Section 4.02 appointment of a different trustee and such failure shall continue unremedied for a period of five days, or if (C) the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01indemnify the Trust Fund against such tax, then the Depositor or the NIM Insurer may remove the Trustee and the Depositor with the consent of the NIM Insurer shall promptly appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed Trustee, one copy of which shall be delivered to the Servicer and one copy of which shall be delivered to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIM Insurer, or the NIM Insurer upon failure of the Trustee to perform its obligations hereunder may at any time remove the Trustee and the Depositor shall appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorizedauthorized (or by the NIM Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy Notice of such instrument any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer NIM Insurer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Successor Trustee). (e) . Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 8.08 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.088.09 hereof.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent (if different from the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five 5 days, or if the Trustee or Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, trustee if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Eventthe qualification, downgrading or withdrawal of the then-current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (ed) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08. (e) Upon any resignation or removal of the Trustee and appointment of a successor trustee, such successor trustee shall give notice thereof to the holder of each of the Non-Serviced Companion Loans.

Resignation and Removal of Trustee. (a) a. The resignation and removal of Trustee shall be governed by the provisions of this paragraph 9. b. The Trustee, or any trustee or trustees hereafter appointed may at any time resign and be discharged from the trusts hereby created by giving written notice of such resignation to the Company and by mailing notice thereof to the Depositor, holders of the Master Servicer, the Special Servicer, to all Certificateholders Notes at their respective addresses set forth in as they shall appear on the Certificate Registerbooks of the Company. Upon receiving such notice of resignation, resignation the Depositor Company shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Note Holder may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if c. In case at any time the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its his property shall be appointed, or any public officer shall take charge change or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor Company may remove the Trustee and appoint a successor trusteetrustee or, if necessarymay, acceptable to on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the Master Servicer removal of the Trustee and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the a successor trustee. A copy of Such Court may thereupon after such instrument shall be delivered to notice, if any, as it may deem proper and prescribe, remove the Master Servicer, the Special Servicer Trustee and the Certificateholders by the Depositorappoint a successor trustee. (c) d. The Holders holders of Certificates entitled to at least 51% a majority in aggregate principal amount of the Voting Rights Notes at the time outstanding may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) e. Any resignation or any removal of the Trustee and any appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 section shall not become effective until upon acceptance of appointment by the successor trustee as provided in paragraph 9 (e) hereof. f. Any successor trustee appointed under this paragraph 9, shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, (except for an assignment of the Security Documents executed in recordable form) shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the Trustee ceasing to act shall, upon payment of any amount then due it hereunder. execute and deliver an instrument transferring to such successor trustee all the rights and powers of the Trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee and certainly vesting in and confirming to such successor trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon the property described in Exhibit "B" hereto to secure any amounts then due it hereunder. Upon acceptance of appointment by a successor trustee, the Company shall mail notice of the succession of such trustee hereunder to the holders of Notes at their addresses as they shall appear on the registration books of the Company. If the Company fails to mail such notice within ten (10) days after acceptance of appointment by the successor trustee, as provided in Section 8.08the successor trustee shall cause such notice to be mailed at the expense of the Company.

Resignation and Removal of Trustee. (a) The Subject to Section 11, the Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to PWG, which shall be effective ninety days after receipt of such notice by PWG, unless PWG and the DepositorTrustee agree in writing to a shorter or longer period. Until such time as a Successor Trustee is duly appointed and qualified to serve hereunder, such resignation shall not affect (i) the Master Servicer, Trustee's obligations to hold custody of the Special Servicerassets of the Trust, to all Certificateholders at their respective addresses make payments contemplated by Section 2 of this Agreement, or to dispose of Securities in order to make such payments, (ii) the Trustee's obligations or responsibilities set forth in this Agreement or (iii) the Certificate Register. Upon receiving such notice Trustee's rights under Section 9 of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteethis Agreement. (b) If Subject to Section 11, the Trustee may be removed at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after by written request therefor by the Depositor or the Master Servicernotice from PWG, or if at any time the Trustee shall become incapable of acting, or which removal shall be adjudged bankrupt or insolvent, or a receiver effective ninety days after such notice of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be removal is delivered to the Trustee so removed by PWG. Such removal shall not be effective until such time as a Successor Trustee is duly appointed and qualified to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositorserve hereunder. (c) The Holders of Certificates entitled to at least 51% of Upon the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a Successor Trustee, all assets shall subsequently be transferred to the Successor Trustee. The transfer shall be completed within thirty days after receipt of notice of resignation, removal or transfer. (d) If the Trustee resigns or is removed, a successor trusteeshall be appointed, pursuant in accordance with Section 11 hereof, by the effective date of resignation or removal. If no such appointment has been made, the Trustee may apply to any a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the provisions Trustee in connection with the proceeding shall be allowed as administrative expenses of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08Trust.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerServicer and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 8.08 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders8.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in 110 order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located and the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for appointment of a period of five daysdifferent trustee, or if (iv) during the period that the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the Trustee fails to make distributions required pursuant to comply with its obligations under the last sentence of Section 3.05(b7.01, the preceding paragraph, Section 8.09 or Article XI and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 or 9.01then, then in the case of clauses (i) through (iii), the Depositor or the Master Servicer, or in the case of clause (iv), the Depositor, may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed and to the successor trustee. A Trustee, one copy of such instrument which shall be delivered to the Master Servicer, the Special Servicer and one copy to the Certificateholders by the Depositor. (c) successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed removed, one complete set to the successor so appointed and one complete set to the successor trustee so appointedDepositor, together with a written description of the basis for such removal. A copy Notice of such instrument any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in Certificateholders. Upon such notice of resignation, the Certificate RegisterFiscal Agent shall also be deemed to have resigned. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail fail, if the Trustee is the Paying Agent (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered current or revised Distribution Date Statement, Collection Report or Updated Mortgage Loan Schedule required by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section Sections 3.05(b), 4.01 ) or 9.014.01, then the Depositor may remove the Trustee and Fiscal Agent and appoint a successor trusteetrustee and successor fiscal agent, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. Any resignation or termination of the Trustee shall result in the simultaneous resignation or termination, as applicable, of the Fiscal Agent. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and Fiscal Agent and appoint a successor trusteetrustee and successor fiscal agent, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed removed, one complete set to the Fiscal Agent so removed, one complete set to the successor Trustee so appointed and one complete set to the successor trustee Fiscal Agent so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee or Fiscal Agent is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the TrusteeTrustee and the Fiscal Agent). (ed) Any resignation or removal of the Trustee and Fiscal Agent and appointment of a successor trustee, trustee and successor fiscal agent pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trusteetrustee and, if necessary, successor fiscal agent as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate RegisterServicer and any NIMS Insurer. Upon receiving such notice of resignation, the Depositor shall will promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A one copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 6.05 and shall fail to resign after written request therefor by the Depositor or the Master Servicerany NIMS Insurer, or if at any time (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 either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or if threatened with respect to the Trust Fund by any state in which the Trustee shall fail or the Trust Fund held by the Trustee is located, (other than by reason iv) the continued use of the failure Trustee would result in a downgrading of either the rating by any Rating Agency of any Class of Certificates with a rating or the NIM Securities or (v) the Depositor desires to replace the Trustee with a successor Trustee, which successor is willing to sign the Form 10-K Certificates, then the Depositor, the NIMS Insurer or the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and the Depositor shall appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and removed, one copy each to the successor trustee. A trustee and one copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositorany NIMS Insurer. (c) The Holders of Certificates entitled to at least 51more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee and appoint a successor trustee, if necessary, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneys-in-attorney in fact duly authorizedauthorized (or by any NIMS Insurer), one complete set copy of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, one copy to the Special Trustee, one copy to the Master Servicer and any NIMS Insurer; the remaining Certificateholders by the Depositor shall thereupon appoint a successor trustee so appointedin accordance with this Section mutually acceptable to the Depositor, the Master Servicer and any NIMS Insurer. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, as provided in Section 8.086.07. (e) Upon the resignation or removal of the Trustee pursuant to this Section 6.06, the Trustee shall deliver the Pool Insurance Policy and the amounts held in its possession for the benefit of the Certificateholders to the successor trustee upon the appointment of the successor trustee. The Trustee shall surrender the Pool Insurance Policy to the Pool Insurer for cancellation upon the termination of the Trust Fund. Upon request, the Trustee shall deliver a copy of the Pool Insurance Policy to any Certificateholder.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to Servicer and all Certificateholders at their respective addresses set forth in and the Certificate RegisterCompanion Loan Noteholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the applicable Swap Counterparty, the Certificateholders and the CertificateholdersCompanion Loan Noteholders by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master ServicerDepositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver or otherwise make available in accordance with this Agreement any current or revised Distribution Date Statement, CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial File or other report to be delivered or statement required by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days(5) days after receipt of written notice by the Trustee of such failure, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 is located or 9.01in which it holds any portion of the Trust Fund, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, trustee acceptable to the Depositor and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the Certificateholders Companion Loan Noteholders by the Depositorsuccessor trustee so appointed. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights (without regard to Certificates held by the Depositor, any of the Depositor's Affiliates and/or agents, any Mortgage Loan Seller, any Affiliate of a Mortgage Loan Seller and/or agents thereof) may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and Servicer, the remaining Certificateholders and the Companion Loan Noteholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, including P&I Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08. (f) Following the Closing Date, for so long as the Trust is subject to the reporting requirements of the Exchange Act, the Trustee may not appoint any sub-servicer that is or could become a Reporting Servicer without the prior written consent of the Depositor, which consent shall not be unreasonably withheld.

Resignation and Removal of Trustee. (a) Section 9.1. The Trustee may resign 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, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, Company which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no effective 45 days after delivery unless prior thereto a successor trustee shall have been appointed. Section 9.2. The Trustee may be removed by the Company at any time upon 30 days written notice to the Trustee; such notice, however, may be waived by the Trustee. Section 9.3. The appointment of a successor trustee hereunder shall be accomplished by and shall take effect upon the delivery to the resigning or removed Trustee, as the case may be, of written notice of the Company appointing such successor trustee, and an acceptance in writing of the office of successor trustee hereunder executed by the successor so appointed. Any successor trustee may be either a corporation authorized and empowered to exercise trust powers or one or more individuals. All of the provisions set forth herein with respect to the Trustee shall relate to each successor trustee so appointed with the same force and have accepted appointment effect as if such successor trustee had been originally named herein as the Trustee hereunder. If within 30 45 days after the giving of such notice of resignationresignation shall have been given under the provisions of this Article a successor trustee shall not have been appointed, the resigning Trustee or the Company may petition apply to any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time Section 9.4. Upon the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, pursuant the resigning or removed Trustee shall transfer and deliver the Fund to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the such successor trustee, after reserving such reasonable amount as provided the Plan Administrator shall authorize to provide for the Trustee's expenses in Section 8.08the settlement of its account, the amount of any compensation due to it and any sums chargeable against the Fund for which it may be liable. If the sums so reserved are not sufficient for such purposes, the resigning or removed Trustee shall be entitled to reimbursement for any deficiency from the successor trustee and the Company who shall be jointly and severally liable therefor.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by (a) giving written notice thereof of resignation to the Depositor, DLJMC, the Trust Administrator, the Master Servicer, the Special Servicer, the Modification Oversight Agent and the Servicers and by mailing notice of resignation by first class mail, postage prepaid, to all the Certificateholders at their respective addresses set forth in appearing on the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to Rating Agencies, not less than 60 days before the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of date specified in such notice of resignationwhen, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. subject to Section 9.08, such resignation is to take effect, and (b) acceptance by a successor trustee in accordance with Section 9.08 meeting the qualifications set forth in Section 9.06. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time 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, liquidation or if the Trustee shall fail (other than by reason breaches any of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01representations hereunder, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. A copy of such instrument shall The Trustee may also be delivered to the Master Servicer, the Special Servicer and the Certificateholders removed at any time by the Depositor. (c) The Holders of Certificates entitled to at least 51evidencing not less than 50% of the Voting Rights may at evidenced by the Certificates. Notice of any time remove removal of the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set acceptance of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders appointment by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and shall be given to the Mortgage Loans Rating Agencies by the Depositor. If no successor trustee shall be terminated, other than any rights or obligations that accrued prior to have been so appointed and have accepted appointment within 30 days after the date giving of such termination notice of resignation or removal (including receipt of a notice of removal, the right to receive all feesresigning Trustee may, expenses and other amounts (includingat the Trust Fund’s expense, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to petition any court of competent jurisdiction for the date appointment of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) a successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.089.08.

Resignation and Removal of Trustee. (aA) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 914. (B) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, Authority and the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate RegisterBorrower. Upon receiving such notice If an instrument of resignation, the Depositor shall promptly appoint acceptance by a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument Trustee shall be not have been delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment Trustee within 30 days after the giving of such notice of resignation, the resigning retiring Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (bC) The Trustee may be removed at any time by demand given to the Trustee, the Authority and the Borrower by the Majority Interest. (D) If at any time time: (i) the Trustee shall cease to be eligible in accordance with the provisions of under Section 8.06 912 hereof and shall fail to resign after written request therefor by the Depositor Borrower or the Master Servicerby any Bondholder who shall have been a bona fide Bondholder for at least six months, or if at any time (ii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if then, in any such case, the Trustee shall fail (other than by reason of the failure of either the Master Servicer Authority or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor Borrower may remove the Trustee and appoint Trustee, or subject to Section 902, any Bondholder who has been a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to bona fide Bondholder for at least 51% six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and the appointment of a successor trusteeTrustee. (E) If the Trustee shall resign, pursuant to be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Authority, with the approval of the provisions Borrower and the Letter of this Section 8.07 Credit Bank, shall not become effective until acceptance promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of appointment such vacancy, a successor Trustee shall be appointed by an instrument or concurrent instruments executed by the successor trustee, as provided in Section 8.08.Majority Interest delivered to the

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerServicer and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 8.08 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders8.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in 102 order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor thereto by the Depositor NIM Insurer or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located, (B) the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant to Section 4.02 appointment of a different trustee and such failure shall continue unremedied for a period of five days, or if (C) the Trustee fails to make distributions indemnify the Trust Fund against such tax, or (iv) during the period that the Depositor is required pursuant to file Exchange Act Reports with respect to the Trust Fund, the Trustee fails to comply with its obligations under the last sentence of Section 3.05(b7.01, in the preceding paragraph, Section 8.09 or Article XI and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 then, in the case of clauses (i) through (iii), the Depositor, the NIM Insurer or 9.01the Master Servicer, then and in the Depositor case of clause (iv), the Depositor, may remove the Trustee and appoint a successor trustee, if necessary, reasonably acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) NIM Insurer, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed and to the successor trustee. A Trustee, one copy of such instrument which shall be delivered to the Master Servicer, one copy of which shall be delivered to the Special Servicer NIM Insurer and one copy of which shall be delivered to the Certificateholders by the Depositor. (c) successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee 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 by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed removed, one complete set to the NIM Insurer and one complete set to the successor trustee so appointed. A copy Notice of such instrument any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to each Noteholder, such resignation to be effective upon the appointment of a successor trustee. The Required Holders may appoint a successor trustee by written instrument or instruments, in duplicate, signed by such holders or their attorneys-in-fact, duly authorized and one complete set of which shall be delivered to the Depositor, Trustee and one copy of which shall be delivered to the Master Servicer, successor so appointed. In the Special Servicer, to all Certificateholders at their respective addresses set forth in event that the Certificate Register. Upon receiving Required Holders do not appoint a successor trustee within 20 days after delivery of such notice of resignation, the Depositor shall promptly retiring Trustee may not earlier than 5 days after delivery of notice to each Noteholder appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, instrument which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 45 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions definition of Section 8.06 Eligible Trustee and shall fail to resign after written request therefor for the Trustee’s resignation by the Depositor or the Master Servicer, Required Holders or if at any time the Trustee shall become incapable of acting, or an order for relief shall be adjudged bankrupt have been entered in any bankruptcy or insolventinsolvency proceeding with respect to the Trustee, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conversion or liquidation, or if in order to change the Trustee shall fail (other than by reason situs of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied Trust for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01state tax reasons, then the Depositor may Required Holders shall, subject to the terms of the Intercreditor Agreement, remove the Trustee and notify the Noteholders of such removal. The Required Holders may appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced trustee by written confirmation therefrom to the effect that the appointment instrument or instruments signed by such holders or their attorneys-in-fact, duly authorized, one complete set of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor.the (c) The Holders of Certificates entitled Subject to at least 51% the terms of the Voting Rights Intercreditor Agreement, the Required Holders may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicateduplicate, signed by such Holders holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument which shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.082.8. The resignation or removal of the Trustee shall not affect its rights under Section 2.2, its right to be reimbursed for all reasonable expenses incurred in connection with the performance of its duties under this Agreement and its rights to indemnification, and its right to receive compensation for all services previously rendered hereunder.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to Servicer and all Certificateholders at their respective addresses set forth in the Certificate RegisterCertificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the eligibility requirements in of Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to other parties hereto and to the Master Servicer, Certificateholders by the Special Servicer and the CertificateholdersDepositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, Servicer or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), continuing to timely deliver act in such capacity would (as confirmed in writing to any report party hereto by either Rating Agency) result in an Adverse Rating Event with respect to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period any Class of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01Rated Certificates, then the Depositor may (and, if it fails to do so within ten Business Days, the Master Servicer shall as soon as practicable) remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer other parties hereto and to the Certificateholders by the DepositorDepositor (or the Master Servicer, as the case may be). (c) The Holders of Certificates entitled to at least 51a majority of the Voting Rights (or, if such removal is in connection with the Trustee's and any Fiscal Agent's failure to make any required Advance, 25% of the Voting Rights Rights) may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master ServicerDepositor, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. All expenses incurred by the Trustee in connection with its transfer of the Mortgages Files to a successor trustee following the removal of the Trustee without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee within 30 days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee. A copy of such instrument shall be delivered to the Depositor, the Special Servicer other parties hereto and to the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, trustee as provided in Section 8.088.08 and (ii) if neither the successor trustee nor any Fiscal Agent appointed by it has a long-term unsecured debt rating of at least "___" from _______ and "__" from _____, the Trustee and the Depositor have received written confirmation from each Rating Agency that has not so assigned such a rating, to the effect that the appointment of such successor trustee shall not result in an Adverse Rating Event with respect to any Class of Rated Certificates. Notwithstanding anything herein to the contrary, any resignation or removal of any Trustee shall also result in the resignation or removal of the Tax Administrator for such Trustee.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master ServicerServicers, the Special Servicer, to Servicers and all Certificateholders at their respective addresses set forth in the Certificate RegisterCertificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the eligibility requirements in of Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to other parties hereto and to the Master Servicer, Certificateholders by the Special Servicer and the CertificateholdersDepositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the a Master Servicer, Servicer or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), continuing to timely deliver act in such capacity would (as confirmed in writing to any report party hereto by either Rating Agency) result in an Adverse Rating Event with respect to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period any Class of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01Rated Certificates, then the Depositor may (and, if it fails to do so within ten Business Days, the General Master Servicer shall as soon as practicable) remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer other parties hereto and to the Certificateholders by the DepositorDepositor (or the General Master Servicer, as the case may be). (c) The Holders of Certificates entitled to at least not less than 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor (with copies to each Master Servicer and Special Servicer), one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. All expenses incurred by the Trustee in connection with its transfer of the Mortgages Files to a successor trustee following the removal of the Trustee without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee within 30 days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee. A copy of such instrument shall be delivered to the Depositor, the Special Servicer other parties hereto and to the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, trustee as provided in Section 8.088.08 and (ii) if neither the successor trustee nor any Fiscal Agent appointed by it has a long-term unsecured debt rating of at least "Aa3" from Mxxxx'x and "AA" from S&P, the Trustee and the Depositor have received written confirmation from each Rating Agency that has not so assigned such a rating, to the effect that the appointment of such successor trustee shall not result in an Adverse Rating Event with respect to any Class of Rated Certificates.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerServicer and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 8.08 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders8.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if liquidation,(iii) (A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located and (B) the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant appointment of a different trustee or (iv) during the period that the Depositor is required to Section 4.02 and such failure shall continue unremedied for a period of five daysfile Exchange Act Reports with respect to the Trust Fund, or if the Trustee fails to make distributions required pursuant to comply with its obligations under the last sentence of Section 3.05(b7.01, the preceding paragraph, Section 8.09 or Article XI and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 or 9.01then, then in the case of clauses (i) through (iii), the Depositor or the Master Servicer, or in the case of clause (iv), the Depositor, may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed and to the successor trustee. A Trustee, one copy of such instrument which shall be delivered to the Master Servicer, the Special Servicer and one copy of which shall be delivered to the Certificateholders by the Depositor. (c) successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed removed, one complete set to the successor so appointed and one complete set to the successor trustee so appointed. A copy Depositor, together with a written description of the basis of such instrument removal. Notice of any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.088.08 hereof.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicateCompany, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 effective 60 days after the giving receipt of such notice of resignation, unless the resigning Company and the Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeagree otherwise. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor The Company, by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or action of its property shall be appointedBoard, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trusteeat any time upon 60 days written notice, or upon shorter notice if necessary, acceptable to the Master Servicer and Trustee. In the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrumentevent it resigns or is removed, in duplicate, which instrument shall be delivered to the Trustee so removed and shall have a right to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositorhave its accounts settled as provided in Section 7 hereof. (ci) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any Upon resignation or removal of the Trustee and appointment of a successor trusteeTrustee, pursuant all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit. (ii) The Trustee may reserve such sums as the Trustee shall deem necessary to defray its expenses in settling its accounts, to pay any of its compensation due and unpaid and to discharge any obligation of the provisions Fund for which the Trustee may be liable. If the sums so reserved are not sufficient for these purposes, the Trustee shall be entitled to recover the amount of this Section 8.07 shall not become effective until acceptance of appointment by any deficiency from either the Company or the successor trusteeTrustee, or both. When the Fund shall have been transferred and delivered to the successor Trustee and the accounts of the Trustee have been settled as provided in Section 8.087 hereof, the Trustee shall be released and discharged from all further accountability or liability for the Fund and shall not be responsible in any way for the further disposition of the Fund or any part thereof. (i) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under subsection (b) above. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee incurred in connection with the proceeding shall be allowed as administrative expenses of the Trust. (ii) Each successor trustee shall have all the powers and duties conferred upon the Trustee in this Trust Agreement and "Trustee", as used in this Agreement, shall be deemed to include any successor Trustee.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Trustee, the Depositor, any NIMS Insurer and the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall will promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies any NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, and one copy to the successor trustee. A , and one copy to each of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholdersany NIMS Insurer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 6.05 and shall fail to resign after written request therefor by the Depositor or the Master Servicerany NIMS Insurer, or if at any time (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 if threatened with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered Trust Fund held by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period is located or (v) the continued use of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, then the Depositor may or any NIMS Insurer shall remove the Trustee and the Depositor shall appoint a successor trustee, if necessary, trustee acceptable to any NIMS Insurer and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and removed, one copy each to the successor trustee. A trustee and one copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositorany NIMS Insurer. (c) The Holders of Certificates entitled to at least 51more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee and appoint a successor trustee, if necessary, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorizedauthorized (or by any NIMS Insurer), one complete set copy of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, one copy to the Special Trustee, one copy to the Master Servicer and any NIMS Insurer; the remaining Certificateholders by the Depositor shall thereupon appoint a successor trustee so appointedin accordance with this Section mutually acceptable to the Depositor, the Master Servicer and any NIMS Insurer. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon payment of all unpaid amounts owing to the Trustee and acceptance of appointment by the successor trustee, trustee as provided in Section 8.086.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the DepositorDepositor and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 6.8, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 6.8 meeting the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders6.6. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 6.6 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located, (B) the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant to Section 4.02 appointment of a different trustee and such failure shall continue unremedied for a period of five days, or if (C) the Trustee fails to make distributions indemnify the Trust Fund against such tax, or (iv) during the period that the Depositor is required pursuant to file Exchange Act Reports with respect to the Trust Fund, the Trustee fails to comply with its obligations under the last sentence of Section 3.05(b7.1, Section 6.9 or Article X 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), 4.01 or 9.01then, in the case of clauses (i) through (iii), then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and to the successor trustee. A one copy of such which instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Master ServicerDepositor, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy Notice of such instrument any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Successor Trustee). (e) . Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 6.7 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.086.8 hereof.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice thereof of resignation to the Depositor, the Master ServicerSecurities Administrator and the NIMs Insurer and by mailing notice of resignation by first class mail, the Special Servicerpostage prepaid, to all the Certificateholders at their respective addresses appearing on the Certificate Register and each Rating Agency, not less than 60 days before the date specified in such notice when, subject to Section 8.08, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee in accordance with Section 8.08 and meeting the qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders8.06. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) . If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerNIMs Insurer, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located, (B) the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant to Section 4.02 appointment of a different trustee and such failure shall continue unremedied for a period of five days, or if (C) the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor may appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorizedauthorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Master ServicerSecurities Administrator, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy Notice of such instrument any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer NIMs Insurer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Successor Trustee). (e) . Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.088.08 hereof.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving time, other than during a Potential Change of Control Period or on or after a Change of Control, upon sixty (60) days’ written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving Company or such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and shorter period as is acceptable to the Rating Agencies by written instrumentCompany (hereinafter referred to as the “Resignation Period”) and immediately after the Resignation Period shall have no further duties hereunder. Promptly after receipt of such notice, in duplicate, which instrument the Company shall be delivered to the resigning appoint a Successor Trustee, and such trustee to the successor trustee. A copy become trustee under this Agreement upon its acceptance of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteethis Trust. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions During a Potential Change of Section 8.06 and shall fail to resign after written request therefor by the Depositor Control Period or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five daystwo (2) years after a Change of Control, or if the Trustee fails may resign only under one of the following circumstances: (1) The Trustee determines the existence of a conflict of interest which prevents the Trustee from properly performing its duties hereunder. The Trustee agrees to make distributions required use its best efforts to avoid any such conflict. (2) The Trustee has exhausted all of its legal remedies and has been unsuccessful in such litigation to require the Company to remit to the Trustee such amounts as are billed pursuant to Section 3.05(b)9 and/or the assets of the Trust have been exhausted. In such event, 4.01 or 9.01, then the Depositor may remove the Trustee shall have the right to resign immediately as Trustee, and appoint immediately upon such resignation shall have no further duties hereunder. (3) The Trustee has made a successor trusteegood faith determination that all liabilities to participants and beneficiaries under the Plan, if necessarywhether present or deferred, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrumentfixed or contingent, have been satisfied in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositorfull. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights Company may at any time remove the Trustee and appoint a successor trustee, if necessary, by upon thirty (30) days 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 notice to the Master ServicerTrustee, one complete set or upon shorter notice if acceptable to the Trustee; provided that if the removal is on or after a Change of Control, and during a Potential Change of Control, such removal may occur only upon ninety (90) days written notice to the Trustee so removed and one complete set acceptance of the Trust by a Successor Trustee that satisfies the requirements of Section 11 (c). Subject to the successor trustee so appointed. A copy provisions of such instrument this Section 10, the removal of the Trustee shall be delivered become effective, however, only upon the occurrence of all of the following events: (1) the appointment by the Company of a Successor Trustee; and (2) the acceptance of the Trust by the Successor Trustee that satisfies the requirements of Section 11; and (3) the delivery of the Trust assets to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointedSuccessor Trustee. (d) In the event that Upon designation or appointment of a Successor Trustee, the Trustee is terminated or removed pursuant shall transfer and deliver the assets of the Trust to this Section 8.07the Successor Trustee, all reserving such reasonable sums as the Trustee shall deem necessary to defray its expenses in settling its accounts, to pay any of its rights compensation due and obligations under this Agreement and in unpaid and to discharge any obligation of the Mortgage Loans Trust for which the Trustee may be liable. If the sums so reserved are not sufficient for these purposes, the Trustee shall be terminatedentitled to recover the amount of any deficiency from either the Company or the Successor Trustee, other than any rights or obligations that accrued prior both. When the Trust shall have been transferred and delivered to the date of such termination or removal (including Successor Trustee and the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal accounts of the Trustee and appointment of a successor trustee, have been provided pursuant to Section 7, the Trustee shall be released and discharged from all further accountability or liability for the Trust and shall not be responsible in any way for the further disposition of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08Trust or any part thereof.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicateCompany, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 effective sixty (60) days after the giving receipt of such notice of resignation, the resigning unless Company and Trustee may petition agree otherwise; provided that in no event shall any court of competent jurisdiction for such resignation take effect prior to the appointment of a successor trusteeTrustee. (b) Trustee may be removed by Company on sixty (60) days notice or upon shorter notice accepted by Trustee. (c) Upon a Change of Control, as defined herein, Trustee may not be removed by Company for one (1) year. Additionally, after the expiration of the one (1) year period following a Change of Control, Trustee may be removed by Company only if Company first obtains the express written consent to such removal of more than one half of a combination of the participants and beneficiaries of deceased participants in the Plan(s). (d) If at any time the Trustee resigns or is removed within one (1) year of a Change of Control, as defined herein, Trustee shall cease to be eligible select a successor Trustee in accordance with the provisions of Section 8.06 and shall fail 11(b) hereof prior to resign the effective date of Trustee’s resignation or removal. Additionally, if Trustee resigns or is removed after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver expiration of the one (1) year period following a Change of Control, Company may select a successor Trustee or in accordance with the provisions of its property Section 11(b) hereof if it shall be appointed, or any public officer shall take charge or control first obtain the express written consent to the appointment of the Trustee or proposed successor of its property or affairs for the purpose more than one half of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason a combination of the failure participants and beneficiaries of either deceased participants in the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable controlPlan(s), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee . If Company fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and so appoint a successor trusteeTrustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that Trustee shall select a successor Trustee. Upon the appointment and acceptance by, and transfer of such institution would not cause an Adverse Rating Event) by written instrumentassets to, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trusteeTrustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments Trustee shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations have no further responsibilities under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Trust Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any Upon resignation or removal of the Trustee and appointment of a successor trusteeTrustee, pursuant all assets shall subsequently be transferred to any the successor Trustee. The transfer shall be completed within sixty (60) days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit. (f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph (a) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed and charged to the Trust as administrative expenses of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08Trust.

Resignation and Removal of Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under SECTION 1014 hereof. (b) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, Issuer and the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate RegisterBorrower. Upon receiving such notice If an instrument of resignation, the Depositor shall promptly appoint acceptance by a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument Trustee shall be not have been delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment Trustee within 30 days after the giving of such notice of resignation, the resigning retiring Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (bc) The Trustee may be removed at any time by an instrument or instruments in writing to the Trustee, with copies to the Issuer and the Borrower, signed by the Majority Registered Owners or by their attorneys, legal representatives or agents and delivered to the Trustee, the Issuer and the Borrower (such instruments to be effective only when received by the Trustee). (d) If at any time time: (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 under SECTION 1012 hereof, and shall fail to resign after written request therefor by the Depositor Borrower or by the Master ServicerMajority Registered Owners, or if at any time or (ii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its respective property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, or if then, in any such case, (1) the Trustee shall fail (other than by reason of the failure of either the Master Servicer Issuer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor Borrower may remove the Trustee, or (2) any Registered Owner may petition any court of competent jurisdiction for the removal of the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee)successor. (e) Any If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer with the approval of the Borrower, shall promptly appoint a successor. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by act of the Majority Registered Owners delivered to the Borrower and the retiring Trustee, the successor Trustee so appointed shall forthwith upon its acceptance of such appointment become the successor Trustee and supersede the successor Trustee appointed by the Issuer and approved by the Borrower. If no successor Trustee shall have been so appointed by the Issuer and approved by the Borrower or the Majority Registered Owners and accepted appointment in the manner hereinafter provided, any Registered Owner, if he has been a bona fide Registered Owner of a Bond for at least six months, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) The Issuer shall give notice of each resignation or and each removal of the Trustee and each appointment of a successor trusteeTrustee by mailing written notice of such event by first-class mail, pursuant postage prepaid, to any each Registered Owner. Each notice shall include the name and address of the provisions principal corporate trust office of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08Trustee.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorCompany, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving which shall be effective thirty (30) days after receipt of such notice of resignationunless the Company and the Trustee agree otherwise, the Depositor shall promptly appoint whether or not a successor trustee meeting the requirements in Section 8.06 has been appointed and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument qualifies. The Trustee shall be delivered to the resigning Trustee, and pay or deliver property to the successor trustee. A copy of such instrument shall be delivered to trustee or the Master ServicerCompany (in further trust, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for pending the appointment of a successor) as the case may be, at the end of such period. (b) The Trustee may be removed by the Company on sixty (60) days notice to the Trustee or upon shorter notice accepted by the Trustee. A successor trustee may be removed by Company on ninety (90) days notice to such successor trustee or upon shorter notice accepted by the successor trustee. (b1) If, at the time of a Change in Control (as defined herein) the then acting trustee is an individual or entity not independent of the Company, the Board of Directors of the Company as in existence immediately prior to the Change in Control, shall designate an independent third party with corporate trustee powers to act as successor trustee and upon such appointment, the trustee acting prior to such Change in Control shall resign. The successor trustee appointed by the Board of Directors may not be removed by the Company for two (2) years following the date of such Change in Control. (2) If, at the time of a Change in Control (as defined herein), the Trustee is, other than serving as Trustee hereunder, an independent party with respect to the Company, the Trustee may not be removed by Company for the two (2) years following the date of such a Change in Control. Such Trustee also may not be removed by the Company in anticipation of a Change in Control. (d) If the Trustee resigns at any time following a Change in Control, or if the Trustee is removed by the Company at any time following the expiration of the two (2) year period (as described in Subpart (c) above) following a Change in Control, the President of the Company, as in existence immediately prior to a Change in Control, or in the event such person is deceased, the Benefits Determiner, shall cease to be eligible select a successor trustee in accordance with the provisions of Section 8.06 XI (a) hereof and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or such selection shall be adjudged bankrupt made on or insolvent, or a receiver before the effective date of the Trustee Trustee’s resignation or removal. In all other instances of its property resignation or removal, the Company shall be appointedselect a successor trustee in accordance with the provisions of XI (a) hereof, with such selection being made on or any public officer shall take charge or control before the effective date of the Trustee Trustee’s resignation or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee)removal. (e) Any Upon resignation or removal of the Trustee and appointment of a successor trustee, pursuant all assets shall subsequently be promptly transferred to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, in accordance with subsection (a) hereof. (f) If the Trustee resigns or is removed under paragraph (a), (b), or (d) of this Section X, a successor shall be appointed in accordance with Section XI hereof, with such selection being made on or before the effective date of resignation or removal. If no such appointment has been made, the Company or the Trustee (as provided applicable) may apply to a court of competent jurisdiction for appointment of a successor or for instructions. Should the Trustee be required to apply to a court of competent jurisdiction for such purpose, all expenses of the Trustee in Section 8.08connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 [__] days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent (if different from the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five [__] days, or if the Trustee or Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, trustee if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Eventthe qualification, downgrading or withdrawal of the then-current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (ed) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Eventthe qualification, downgrading or withdrawal of the then current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trusteeTrustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (ed) Any resignation or removal of the Trustee and appointment of a successor trustee, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Subject to Section 11, the Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to PWG, which shall be effective ninety days after receipt of such notice by PWG, unless PWG and the DepositorTrustee agree in writing to a shorter or longer period. Until such time as a Successor Trustee is duly appointed and qualified to serve hereunder, such resignation shall not affect (i) the Master Servicer, Trustee's obligations to hold custody of the Special Servicerassets of Trust I, to all Certificateholders at their respective addresses make payments contemplated by Section 2 of this Agreement, or to dispose of Securities in order to make such payments, (ii) the Trustee's obligations or responsibilities set forth in this Agreement or (iii) the Certificate Register. Upon receiving such notice Trustee's rights under Section 9 of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteethis Agreement. (b) If Subject to Section 11, the Trustee may be removed at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after by written request therefor by the Depositor or the Master Servicernotice from PWG, or if at any time the Trustee shall become incapable of acting, or which removal shall be adjudged bankrupt or insolvent, or a receiver effective ninety days after such notice of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be removal is delivered to the Trustee so removed by PWG. Such removal shall not be effective until such time as a Successor Trustee is duly appointed and qualified to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositorserve hereunder. (c) The Holders of Certificates entitled to at least 51% of Upon the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a Successor Trustee, all assets shall subsequently be transferred to the Successor Trustee. The transfer shall be completed within thirty days after receipt of notice of resignation, removal or transfer. 13 (d) If the Trustee resigns or is removed, a successor trusteeshall be appointed, pursuant in accordance with Section 11 hereof, by the effective date of resignation or removal. If no such appointment has been made, the Trustee may apply to any a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the provisions Trustee in connection with the proceeding shall be allowed as administrative expenses of Trust II. (e) The resignation or removal of the Trustee shall not affect its rights, obligations and privileges under Sections 7 and 8 of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08Agreement.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicateCompany, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within effective 30 days after the giving receipt of such notice of resignation, the resigning unless C ompany and Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeagree otherwise. (b) If at any Trustee may be removed by company on 30 days notice or upon shorter notice accepted by Trustee. (c) Upon a Change of Control, as defined herein, Trustee may not be removed by Company without the written consent and approval of the Plan Participant. (d) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit. (e) Trustee may be removed by the Plan Participant within 90 days of a Change of Control, as defined herein. The Plan Participant shall select a successor Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail 11(c) hereof prior to resign after written request therefor by the Depositor effective date of Trustee's removal. (f) If Trustee resigns or the Master Serviceris removed, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property successor 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 rehabilitationin accordance with Section 11 hereof, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the effective date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal under paragraphs (a) or (b) of the this section. If no such appointment has been made, Trustee and may apply to a court of competent jurisdiction for appointment of a successor trustee, pursuant to any or for instructions. All expenses of Trustee in connection with proceeding shall be allowed as administrative expenses of the provisions Trust. (g) The Successor Trustee need not examine the records and acts of this Section 8.07 any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The Successor Trustee shall not become effective until acceptance be responsible for and Company shall indemnify and defend the Successor Trustee from any claim or liability resulting from any action or inaction of appointment by any prior Trustee or from any other past event, or any condition existing at the successor trustee, as provided in Section 8.08time it becomes Successor Trustee.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent (if different from the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee or Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, trustee if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Eventthe qualification, downgrading or withdrawal of the then current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (ed) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerServicer and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 8.08 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders8.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. 105 If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located and the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for appointment of a period of five daysdifferent trustee, or if (iv) during the period that the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the Trustee fails to make distributions required pursuant to comply with its obligations under the last sentence of Section 3.05(b7.01, the preceding paragraph, Section 8.09 or Article XI and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 or 9.01then, then in the case of clauses (i) through (iii), the Depositor or the Master Servicer, or in the case of clause (iv), the Depositor, may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed and to the successor trustee. A Trustee, one copy of such instrument which shall be delivered to the Master Servicer, the Special Servicer and one copy to the Certificateholders by the Depositor. (c) successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed removed, one complete set to the successor so appointed and one complete set to the successor trustee so appointedDepositor, together with a written description of the basis for such removal. A copy Notice of such instrument any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate RegisterCertificateholders. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail fail, if the Trustee is the Paying Agent (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered current or revised Distribution Date Statement, Collection Report or Updated Mortgage Loan Schedule required by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, trustee acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Depositor and -250- the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent (if different from the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee or Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, trustee if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Eventthe qualification, downgrading or withdrawal of the then-current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the TrusteeTrustee and such Fiscal Agent). (ed) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. The Trustee may resign or be removed pursuant to the following provisions: (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving at least thirty (30) days' written notice thereof to the Depositor, City effective as of the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth date specified in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteenotice. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor The City may remove the Trustee and appoint a successor trustee, if necessary, acceptable at any time by at least thirty (30) days' written notice to the Master Servicer and Trustee, effective as of the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of date specified in such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositornotice. (c) The Holders Prior to the effective date of Certificates entitled to at least 51% such resignation or removal of the Voting Rights may at any time remove Trustee, the Trustee and City shall appoint a successor trustee, if necessary, Trustee eligible to act as Trustee under the laws of the State of Nebraska by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to Trustee with the Trustee so removed and one complete set to acceptance of the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointedTrustee endorsed thereon. (d) In Upon the event that resignation of the Trustee is terminated as provided in Section 12.10(a) of the Plan or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to upon the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.0812.10(b) of the Plan, the Trustee shall, as of the effective date thereof, deliver to the City and to the successor Trustee a statement of account, and as soon as practicable thereafter shall transfer and deliver to the successor Trustee the full amount of each Participant's account either in cash or other assets thereof, in the discretion of the Trustee, together with such records as the Trustee shall deem reasonably necessary for administration of the Plan by a successor Trustee. Upon receiving written receipt from the successor Trustee, the resigning Trustee shall be discharged as Trustee hereunder without further liability to any person. The Trustee shall be under no duty whatsoever to make inquiry as to the power and authority of any successor Trustee so designated to act, or as to the validity or exempt status of the trust instrument under which any successor Trustee so designated shall act, and the Trustee shall not be subject to any liability whatsoever from any person for delivering the assets of each Participant's account to the successor Trustee so designated. Prior to transfer of assets held under this Plan and Trust to the successor Trustee, the Trustee may reserve such reasonable amount as the Trustee shall deem necessary to provide for expenses incurred in the settlement of the Trustee's accounts or theretofore incurred, and any sums chargeable against the Trustee for which the Trustee may be liable, but if the sums so reserved are not sufficient for such purposes, the Trustee shall be entitled to reimbursement for any deficiency from the successor Trustee. Should the funds reserved be in excess of those actually needed for the purpose for which reserved, such excess shall be subsequently delivered to the successor Trustee.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and all the Non-Trust Loan Noteholders and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master Depositor, the Special Servicer, the Special Servicer Non-Trust Loan Noteholders and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure 227 of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days, or if the Trustee shall fail (other than by reason of the failure of the Master Servicer, the Special Servicer or the Depositor to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control) to timely perform any of its obligations set forth in Section 3.13, Section 3.14 or Section 8.16(a) and such failure adversely affects the Depositor's ability to use or file a registration statement on Form S-3 for purposes of publicly offering commercial mortgage-backed securities, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, trustee if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Eventthe qualification, downgrading or withdrawal of the then-current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Non-Trust Loan Noteholders and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer Servicer, the Non-Trust Loan Noteholders and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's rights and obligations under this Agreement and in and to the Mortgage Loans and the Non-Trust Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the TrusteeTrustee and any corresponding Fiscal Agent). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorCompany and if a Change in Control has occurred, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such by also providing written notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicateCIC GPAC, which instrument resignation shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 effective sixty (60) days after the giving receipt of such notice of resignationby the Company, unless the resigning Company and Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeagree otherwise. (b) If Prior to a Change in Control, Trustee may be removed by the Company at any time the Trustee shall cease by written notice to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master ServicerTrustee, or if at any time the Trustee shall become incapable of acting, or which shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail effective sixty (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment 60) days after receipt of such institution would not cause an Adverse Rating Event) notice or upon shorter notice accepted by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the DepositorTrustee. (c) The Holders Upon a Change of Certificates entitled Control, as defined herein, Trustee may only be removed by the CIC GPAC, which removal shall require sixty (60) days prior written notice, and the CIC GPAC shall have the authority to at least 51% of the Voting Rights may at any time remove the Trustee and appoint designate a successor trustee, if necessary, by written instrument or instruments, Trustee as provided in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointedSection XI. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any Upon resignation or removal of the Trustee and appointment of a successor trusteeTrustee, pursuant all assets shall subsequently be transferred to any the successor Trustee. The resigning or removed Trustee is authorized, however, to reserve such amount as may be necessary for the payment of its fees and expenses incurred prior to resignation or removal. The transfer shall be completed as soon as practicable after receipt of notice of resignation, removal or transfer. (e) If Trustee resigns or is removed, a successor trustee shall be appointed, in accordance with Section XI hereof, by the effective date of resignation or removal under subsections (a), (b) or (c) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08Trust.

Resignation and Removal of Trustee. (a) The Trustee may resign on its motion or may be removed at any time resign by an instrument or instruments in writing signed by the Holders of not less than a majority of the aggregate principal amount of Notes then outstanding. The Company may remove the Trustee at any time, so long as no Default or Event of Default has occurred and be discharged from is continuing, and appoint a successor Trustee in accordance with this Section 7.08. (b) If the trusts hereby created by giving written notice thereof to Trustee resigns or is removed or if a vacancy exists in the Depositoroffice of Trustee for any reason, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Company shall promptly appoint a successor trustee meeting Trustee. If the requirements in Section 8.06 and acceptable Company fails to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning promptly appoint a successor Trustee, and the Trustee shall have the right to the successor trustee. A copy of such instrument shall be delivered to the Master Servicerchoose a qualified Trustee as successor, the Special Servicer and the CertificateholdersCompany shall appoint such successor as Trustee. If no The resignation or removal of a Trustee shall not be effective unless and until a successor trustee Trustee shall have been so appointed and have accepted appointment delivered the written acceptance of its appointment, as described below. (c) If a successor Trustee does not take office within 30 thirty (30) days after the giving of such notice of resignationretiring Trustee resigns or is removed, the resigning Trustee retiring Trustee, the Company or the Holders of ten percent (10%) in principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a temporary successor trustee. (b) If Trustee at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver expense of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointedCompany. (d) In the event that If the Trustee is terminated or removed pursuant fails to this comply with Section 8.077.10, any Holder who has been a bona fide holder of a Note for at least six (6) months may, on behalf of himself and all others similarly situated, petition any court of its rights competent jurisdiction for the removal of the Trustee and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date appointment of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the a successor Trustee). (e) Any resignation Every successor Trustee howsoever appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Company an instrument in writing, accepting such appointment hereunder, and thereupon such successor Trustee, without further action, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, and such predecessor shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of such predecessor. The predecessor Trustee shall execute any and all documents necessary or removal appropriate to convey all interest it may have to the successor Trustee. The predecessor Trustee shall promptly deliver all material records relating to the trust or copies thereof and, on request, communicate all material information it may have obtained concerning the trust to the successor Trustee. (f) Each successor Trustee, not later than ten (10) days after its assumption of the duties hereunder, shall mail a notice of such assumption to each Holder. (g) A retiring Trustee shall not be liable for the acts or omissions of any successor Trustee after its succession. (h) Notwithstanding replacement of the Trustee and appointment of a successor trustee, pursuant to any this Section 7.08, the Company's obligations under Section 7.07 shall continue for the benefit of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08retiring Trustee.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate RegisterCertificateholders. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail fail, if the Trustee is the Paying Agent (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered current or revised Distribution Date Statement, Collection Report or Updated Mortgage Loan Schedule required by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section Sections 3.05(b), 4.01 ) or 9.014.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (ed) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerUnderlying Certificate Seller and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 5.09, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 5.09 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders5.07. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 5.07 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located and the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant appointment of a different trustee or (iv) during the period that the Depositor is required to Section 4.02 and such failure shall continue unremedied for a period of five daysfile Exchange Act Reports with respect to the Trust Fund, or if the Trustee fails to make distributions required pursuant to comply with its obligations under this Agreement, including the preceding paragraph, Section 3.05(b5.09 or Article IX and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 or 9.01then, then in the case of clauses (i) through (iii), the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy of which shall be delivered to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor trustee to the Master ServicerDepositor, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy , together with a written description of the basis of such instrument removal. Notice of any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer each Rating Agency and the remaining Certificateholders Underlying Certificate Seller by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 5.08 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.085.09 hereof.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent (if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if 193 the Trustee or Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Eventthe qualification, downgrading or withdrawal of the then current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (ed) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerUnderlying Certificate Seller and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 5.09, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 5.09 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders5.07. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 5.07 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located and the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant appointment of a different trustee or (iv) during the period that the Depositor is required to Section 4.02 and such failure shall continue unremedied for a period of five daysfile Exchange Act Reports with respect to the Trust Fund, or if the Trustee fails to make distributions required pursuant to comply with its obligations under this Agreement, including the preceding paragraph, Section 3.05(b5.09 or Article IX and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 or 9.01then, then in the case of clauses (i) through (iii), the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy of which shall be delivered to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights for all Certificate Groups (without regard to Certificates held by the Underlying Certificate Seller or any of its affiliates and/or agents, unless the Underlying Certificate Seller holds 100% of the Certificates of the Classes entitled to vote) may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor trustee to the Master ServicerDepositor, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy , together with a written description of the basis of such instrument removal. Notice of any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer each Rating Agency and the remaining Certificateholders Underlying Certificate Seller by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 5.08 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.085.09 hereof.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerServicer and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 8.08 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders8.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in 100 order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located and the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for appointment of a period of five daysdifferent trustee, or if (iv) during the period that the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the Trustee fails to make distributions required pursuant to comply with its obligations under the last sentence of Section 3.05(b7.01, the preceding paragraph, Section 8.09 or Article XI and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 or 9.01then, then in the case of clauses (i) through (iii), the Depositor or the Master Servicer, or in the case of clause (iv), the Depositor, may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed and to the successor trustee. A Trustee, one copy of such instrument which shall be delivered to the Master Servicer, the Special Servicer and one copy to the Certificateholders by the Depositor. (c) successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed removed, one complete set to the successor so appointed and one complete set to the successor trustee so appointedDepositor, together with a written description of the basis for such removal. A copy Notice of such instrument any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerDepositor, the Special Servicer and the CertificateholdersCertificateholders by the Master Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent (if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee or Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may or if the Master Servicer or Depositor receive notice from DCR that the Trustee is no longer acceptable and retaining the Trustee will cause a downgrade or withdrawal by DCR of the then current rating of any Certificate rated by DCR, then the Master Servicer shall remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) . In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee).. 190 (ed) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, Servicer and to all Certificateholders at their respective addresses set forth in the Certificate RegisterCertificateholders. Upon receiving such notice of resignationresignation from the Trustee, the Depositor Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and trustee. The appointment of such successor must be acceptable to the Rating Agencies Depositor and by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerTrustee and the Certificateholders, the Depositor and the Special Servicer and by the CertificateholdersMaster Servicer. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 11.09 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if at any time the Trustee shall fail (fails duly to observe or perform in any material respect any other than by reason of the failure covenants or agreements on the part of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such contained in this Agreement which failure shall continue unremedied for a period of five days30 days after the date on which written notice of such failure, or if requiring the same to be remedied, shall have been given to the Trustee fails by the Depositor, the Master Servicer or by the Holders of Certificates entitled to make distributions required pursuant at least 25% of the Voting Rights of any Class affected thereby, any of the Depositor, the Master Servicer or the Holders of Certificates entitled to Section 3.05(b), 4.01 or 9.01, then at least 25% of the Depositor Voting Rights of any Class affected thereby may remove the Trustee and appoint a successor trustee, if necessary, trustee acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) Depositor by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master ServicerTrustee and the Certificateholders, the Depositor and the Special Servicer and the Certificateholders by the DepositorMaster Servicer. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, remaining Certificateholders and the Special Servicer and the remaining Certificateholders by the successor trustee so appointedMaster Servicer. If the termination pursuant to this Section 11.10(c) is without cause, the Certificateholders who voted to terminate the Trustee shall pay the expenses associated with such termination. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) the Master Servicer shall have obtained written confirmation from each Rating Agency stating that upon such acceptance of appointment none of the then-current rating or ratings of all outstanding classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by each Rating Agency as a result thereof, and (ii) acceptance of appointment by the successor trustee, trustee as provided in Section 8.0811.11.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorCompany, which shall be effective 30 days after receipt of such notice unless Company and Trustee agree otherwise. If a Change of Control shall previously have occurred, the Master ServicerTrustee shall give such resignation notice, the Special Servicerin writing, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Company and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within Plan Participants, specifying a date (not less than 30 days after the giving of such notice of resignationnotice) when such resignation shall take effect. Promptly after such notice, the resigning Company, or if a Change in Control shall previously have occurred, the Company and at least 80% of the Plan Participants then entitled to receive payments hereunder, shall appoint a successor trustee, such trustee to become Trustee may hereunder upon the resignation date specified in such notice. If the Company and such Plan Participants are unable to appoint a successor trustee within 60 days after such notice, the Trustee shall be entitled, at the expense of the Company, to petition a United States District Court or any court of competent jurisdiction in the state in which the Trustee maintains its principal place of business to appoint its successor, in accordance with section 10(c). The Trustee shall continue to serve until its successor accepts the Trust and receives delivery of the Trust Corpus. The Company, or if a Change in Control shall previously have occurred, the Company and at least 80% of the Plan Participants then entitled to receive payments hereunder, may at any time substitute a new trustee by giving 15 days notice thereof to the Trustee then acting. In the event of such removal or resignation, the Trustee shall duly file with the Company and, on and after a Change in Control, the Plan Participants, a written statement or statements of accounts and proceedings as provided in Section 9(b) hereof for the appointment period since the last previous annual accounting of the Trust, and if written objections to such account are not filed as provided in Section 9(b) hereof, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. The Trustee and any successor thereto appointed hereunder shall be a successor trusteecorporate professional trustee which is not an affiliate of the Company but which has equity in excess of $100,000,000.00. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any Upon resignation or removal of the Trustee and appointment of a successor trusteeTrustee, pursuant all assets shall subsequently be transferred to any the successor Trustee. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit. (c) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 10 hereof, by the effective date of resignation or removal under paragraph (a) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08Trust.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicateCompany, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 effective 60 days after the giving receipt of such notice of resignation, unless the resigning Company and the Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeagree otherwise. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor The Company, by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or action of its property shall be appointedBoard, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trusteeat any time upon 60 days written notice, or upon shorter notice if necessary, acceptable to the Master Servicer and Trustee. In the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrumentevent it resigns or is removed, in duplicate, which instrument shall be delivered to the Trustee so removed and shall have a right to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositorhave its accounts settled as provided in Section 6 hereof. (ci) The Holders of Certificates entitled to at least 51% of Upon the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and the appointment of a successor trusteeTrustee, pursuant all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit. (ii) The Trustee may reserve such sums as the Trustee shall deem necessary to defray its expenses in settling its accounts, to pay any of its compensation due and unpaid and to discharge any obligation of the provisions Fund for which the Trustee may be liable. If the sums so reserved are not sufficient for these purposes, the Trustee shall be entitled to recover the amount of this Section 8.07 shall not become effective until acceptance of appointment by any deficiency from either the Company or the successor trusteeTrustee, or both. When the Fund shall have been transferred and delivered to the successor Trustee and the accounts of the Trustee have been settled as provided in Section 8.086 hereof, the Trustee shall be released and discharged from all further accountability or liability for the Fund and shall not be responsible in any way for the further disposition of the Fund or any part thereof. (i) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 10 hereof, by the effective date of resignation or removal under subsection (b) above. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee incurred in connection with the proceeding shall be allowed as administrative expenses of the Trust. (ii) Each successor trustee shall have all the powers and duties conferred upon the Trustee in this Trust Agreement and "Trustee", as used in this Trust Agreement, shall be deemed to include any successor Trustee.

Resignation and Removal of Trustee. (a) The Trustee may resign as Trustee hereunder by mailing to the Employer its written resignation, which shall not take effect before the 30th day following the receipt thereof by the Employer unless a shorter period is agreed upon, in writing, by the Employer or unless a successor has accepted appointment as successor trustee prior to the expiration of such 30-day period; PROVIDED, HOWEVER, that upon receipt of instructions or directions from the Employer with which the Trustee is unable to comply, the Trustee may resign upon written notice to the Employer given within a reasonable time after receipt of such instructions or directions. After receipt of such instructions or directions and, notwithstanding any other provisions hereof, after its resignation, the Trustee shall have no liability to the Employer or any person interested herein for subsequent failure to comply with such instructions or directions. (b) The Employer may remove the Trustee as Trustee hereunder at any time resign and be discharged from by mailing to the trusts hereby created by giving Trustee written notice of such action. Such removal shall not take effect before the 30th day following receipt thereof by the Trustee unless a shorter period shall be agreed upon, in writing, by the Trustee. (c) Within ninety (90) days after such removal or resignation of the Trustee, the Trustee shall file with the Employer a written accounting, to the Depositordate of such removal or resignation, the Master Servicer, the Special Servicer, in form similar to all Certificateholders at their respective addresses and containing information similar to that required to be set forth in the Certificate Register. Upon receiving such notice annual accounting provided for in Subsection 16.6(b). (d) In the event of resignationthe resignation or removal of the Trustee, the Depositor shall promptly appoint a successor trustee meeting shall be appointed by the requirements in Section 8.06 Employer. Upon said appointment, and acceptable upon the written acceptance of the successor trustee, the Trustee shall assign, transfer and pay over the Trust to the Rating Agencies by written instrumentsuccessor trustee; provided that the Trustee is authorized to reserve such sum of money, and for that purpose to liquidate such property as may be necessary to produce such sum, as it reasonably believes to be advisable for payment of all proper charges against the Trust, including expenses in duplicateconnection with such resignation or removal, which instrument and any balance of such reserve remaining after the payment of such charges shall be delivered to the resigning Trustee, and paid over to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If Should no successor trustee shall have been so appointed and have accepted named by the Employer accept such appointment by the effective date specified for the resignation or removal of the Trustee or, if later, within 30 thirty (30) days after the giving delivery of such notice of resignationresignation or removal, the resigning Trustee may petition any may, at the expense of the Trust, apply to a court of competent jurisdiction for the appointment of a successor trustee. (be) If at any time Upon the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver filing of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or written accounting as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, set forth in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, as provided in Section 8.08.Subsection 16.8

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Registerand each XX Xxxx Non-Trust Mortgage Loan Noteholder. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and each XX Xxxx Non-Trust Mortgage Loan Noteholder by the CertificateholdersDepositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master ServicerDepositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), ) to timely deliver or otherwise make available in accordance with this Agreement any current or revised Distribution Date Statement, CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial File or other report to be delivered or statement required by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five daysdays after receipt of written notice by the Trustee of such failure, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 is located or 9.01in which it holds any portion of the Trust Fund, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, trustee acceptable to the Depositor and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and Servicer, the Certificateholders and each XX Xxxx Non-Trust Mortgage Loan Noteholder by the Depositorsuccessor trustee so appointed. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and Servicer, the remaining Certificateholders and each XX Xxxx Non-Trust Mortgage Loan Noteholder by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's rights and obligations under this Agreement and in and to the Trust Mortgage Loans and the Serviced Non-Trust Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, including P&I Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal removal, and no termination without cause shall be effective until the payment of such amounts to the TrusteeTrustee and such Fiscal Agent). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer, to Servicer and all Certificateholders at their respective addresses set forth in and the Certificate RegisterCompanion Loan Noteholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies Depositor by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the CertificateholdersCompanion Loan Noteholders by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master ServicerDepositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver or otherwise make available in accordance with this Agreement any current or revised Distribution Date Statement, CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial File or other report to be delivered or statement required by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days(5) days after receipt of written notice by the Trustee of such failure, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 is located or 9.01in which it holds any portion of the Trust Fund, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, trustee acceptable to the Depositor and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Servicer, the Certificateholders and the Certificateholders Companion Loan Noteholders by the Depositorsuccessor trustee so appointed. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights (without regard to Certificates held by the Depositor, any of the Depositor's Affiliates and/or agents, any Mortgage Loan Seller, any Affiliate of a Mortgage Loan Seller and/or agents thereof) may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and Servicer, the remaining Certificateholders and the Companion Loan Noteholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, including P&I Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, trustee as provided in Section 8.08. (f) Following the Closing Date, for so long as the Trust is subject to the reporting requirements of the Exchange Act, the Trustee may not appoint any sub-servicer that is or could become a Reporting Servicer without the prior written consent of the Depositor, which consent shall not be unreasonably withheld.

Resignation and Removal of Trustee. (a) The Trustee ---------------------------------- may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master Servicer, such resignation to be effective upon the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Registerappointment of a successor trustee. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, Trustee and one copy to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) . If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 8.07 and shall fail to resign after written request therefor for the Trustee's resignation by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall be adjudged bankrupt have been entered in any bankruptcy or insolventinsolvency proceeding with respect to the Trustee, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conversion or liquidation, or if in order to change the Trustee shall fail (other than by reason situs of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied Trust Estate for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01state tax reasons, then the Depositor may Servicer shall remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least evidencing in the aggregate not less than 51% of the Voting Rights Interests represented by all Certificates may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument which shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) . Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.088.09.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorBank, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving which shall be effective sixty (60) days after receipt of such notice of resignationunless Bank and Trustee agree otherwise, the Depositor shall promptly appoint whether or not a successor trustee meeting the requirements in Section 8.06 has been appointed and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument qualifies. Trustee shall be delivered to the resigning Trustee, and pay or deliver property to the successor trustee. A copy of such instrument shall be delivered to the Master Servicertrustee or Bank (in further trust, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for pending the appointment of a successor) as the case may be, at the end of such period. (b) Trustee may be removed by Bank on sixty (60) days notice to Trustee or upon shorter notice accepted by Trustee. A successor trustee may be removed by Bank on ninety (90) days notice to such successor trustee or upon shorter notice accepted by the successor trustee. (b1) If, at the time of a Change in Control (as defined herein), the then acting trustee is an individual or entity, not independent of the Bank, the Board of Directors of the Bank, as in existence immediately prior to the Change in Control, shall designate an independent third party with corporate trustee powers to act as successor trustee and upon such appointment, the trustee acting prior to such Change in Control shall resign. The successor trustee appointed by the Board of Directors may not be removed by the Bank for two (2) years following the date of such Change in Control. (2) If, at the time of a Change in Control (as defined in Section XIII), the trustee is, other than serving as trustee hereunder, an independent party with respect to the Bank, Trustee may not be removed by Bank for two (2) years following the date of such Change in Control. Such trustee also may not be removed by Bank in anticipation of a Change in Control. (d) If Trustee resigns at any time following a Change in Control, or if Trustee is removed by Bank at any time following the Trustee expiration of the two (2) year period (as described in Subpart (c) above) following a Change in Control, the President of the Bank, as in existence immediately prior to a Change in Control, or in the event such person is deceased, the Benefits Determiner, shall cease to be eligible select a successor trustee in accordance with the provisions of Section 8.06 XI(a) hereof and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or such selection shall be adjudged bankrupt made on or insolvent, or a receiver before the effective date of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control)resignation or removal. In all other instances of resignation or removal, to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure Bank shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint select a successor trusteetrustee in accordance with the provisions of XI(a) hereof, if necessary, acceptable to with such selection being made on or before the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the effective date of such termination Trustee's resignation or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee)removal. (e) Any Upon resignation or removal of the Trustee and appointment of a successor trustee, pursuant all assets shall subsequently be promptly transferred to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, in accordance with subsection (a) hereof. (f) If Trustee resigns or is removed under paragraph (a), (b), or (d) of this Section X, a successor shall be appointed in accordance with Section XI hereof, with such selection being made on or before the effective date of resignation or removal. If no such appointment has been made, Bank or Trustee (as provided applicable) may apply to a court of competent jurisdiction for appointment of a successor or for instructions. Should the Trustee be required to apply to a court of competent jurisdiction for such purpose, all expenses of Trustee in Section 8.08connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the DepositorDepositor and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 6.8, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 6.8 meeting the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders6.6. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 6.6 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if at any time (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located, (B) the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant to Section 4.02 appointment of a different trustee and such failure shall continue unremedied for a period of five days, or if (C) the Trustee fails to make distributions indemnify the Trust Fund against such tax, or (iv) during the period that the Depositor is required pursuant to file Exchange Act Reports with respect to the Trust Fund, the Trustee fails to comply with its obligations under the last sentence of Section 3.05(b7.1, Section 6.9 or Article X 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), 4.01 or 9.01then, in the case of clauses (i) through (iii), then the Depositor may may, upon not less than 30 days written notice to each Rating Agency, remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and to the successor trustee. A one copy of such which instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) successor trustee. The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Master ServicerDepositor, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy Notice of such instrument any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer and the remaining Certificateholders each Rating Agency by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Successor Trustee). (e) . Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 6.7 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.086.8 hereof.

Resignation and Removal of Trustee. Appointment of -------------------------------------------------- Successor. (a) The Trustee Trustee, or any trustee or trustees hereafter appointed, may --------- at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, Issuer and by giving notice of such resignation to the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth Noteholders in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements manner provided in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee14.4. (b) If In case at any time any of the following shall occur with respect to any Notes: (i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act, after written request thereafter by the Issuer or by any Noteholder who has been a bona fide Noteholder for at least six months, (ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 8.06 8.7 and shall fail to resign after written request therefor therefore by the Depositor Issuer or the Master Servicerby any Noteholder, or if at any time or (iii) the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (A) the Issuer may remove the Trustee, and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, or if (B) subject to the requirements of Section 315(e) of the Trust Indenture Act, any Noteholder who has been a bona fide Noteholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee shall fail (other than by reason and the appointment of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or a successor Trustee. Such court may thereupon after such notice, if any, as a result of other circumstances beyond the Trustee's reasonable control)it may deem proper and prescribe, to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the DepositorTrustee. (c) The Holders of Certificates entitled to Majority Noteholders at least 51% of the Voting Rights time Outstanding may at any time remove the Trustee and appoint a successor trustee, if necessary, Trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set delivering to the Trustee so removed and one complete set removed, to the successor trustee Trustee so appointed. A appointed and to the Issuer, the evidence provided for in Section 8.1 of the action taken by the Noteholders, provided that unless a Default or Event of Default shall have occurred and be continuing, the Issuer shall consent (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of Trustee with respect to the Notes for any cause, the Issuer shall promptly appoint a successor Trustee or Trustees by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of such which instrument shall be delivered to the Depositorformer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 8.9 within 30 days after the mailing of such notice of resignation or removal, the Special Servicer and former Trustee may, at the remaining Certificateholders by Issuer's expense, petition any court of competent jurisdiction for the appointment of a successor trustee so appointed. (d) In the event that the Trustee is terminated Trustee, or removed pursuant to this Section 8.07any Noteholder who has been a bona fide Noteholder for at least six months may, all of its rights and obligations under this Agreement and in and subject to the Mortgage Loans shall be terminatedrequirements of Section 315(e) of the Trust Indenture Act, other than on behalf of himself and all others similarly situated, petition any rights or obligations that accrued prior to such court for the date appointment of a successor Trustee. Such court may thereupon after such termination or removal (including the right to receive all feesnotice, expenses if any, as it may deem proper and other amounts (includingprescribe, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the appoint a successor Trustee). (e) Any resignation or removal of the Trustee and any appointment of a successor trustee, Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until only upon acceptance of appointment by the successor trustee, Trustee as provided in Section 8.088.9.

Resignation and Removal of Trustee. (a) Section 9.1. The Trustee may resign 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, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, Company which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders. If no effective 45 days after delivery unless prior thereto a successor trustee shall have been appointed. Section 9.2. The Trustee may be removed by the Company or the Committee at any time upon 45 days written notice to the Trustee; such notice, however, may be waived by the Trustee. Section 9.3. The appointment of a successor trustee hereunder shall be accomplished by the Company or the Committee and shall take effect upon the delivery to the resigning or removed Trustee, as the case may be, of written notice of the Company or the Committee appointing such successor trustee, and an acceptance in writing of the office of successor trustee hereunder executed by the successor so appointed. Any successor trustee may be either a corporation authorized and empowered to exercise trust powers or one or more individuals. All of the provisions set forth herein with respect to the Trustee shall relate to each successor trustee so appointed with the same force and have accepted appointment effect as if such successor trustee had been originally named herein as the Trustee hereunder. If within 30 45 days after the giving of such notice of resignationresignation shall have been given under the provisions of this article a successor trustee shall not have been appointed, the resigning Trustee or the Company may petition apply to any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time Section 9.4. Upon the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, pursuant the resigning or removed Trustee shall transfer and deliver the Fund to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the such successor trustee, after reserving such reasonable amount as provided it shall deem necessary to provide for its expenses in Section 8.08the settlement of its account, the amount of any compensation due to it and any sums chargeable against the Fund for which it may be liable. If the sums so reserved are not sufficient for such purposes, the resigning or removed Trustee shall be entitled to reimbursement for any deficiency from the successor trustee and the Company who shall be jointly and severally liable therefor.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorBank, the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving which shall be effective sixty (60) days after receipt of such notice of resignationunless Bank and Trustee agree otherwise, the Depositor shall promptly appoint whether or not a successor trustee meeting the requirements in Section 8.06 has been appointed and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument qualifies. Trustee shall be delivered to the resigning Trustee, and pay or deliver property to the successor trustee. A copy of such instrument shall be delivered to the Master Servicertrustee or Bank (in further trust, the Special Servicer and the Certificateholders. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for pending the appointment of a successor) as the case may be, at the end of such period. (b) Trustee may be removed by Bank on sixty (60) days notice to Trustee or upon shorter notice accepted by Trustee. A successor trustee may be removed by Bank on ninety (90) days notice to such successor trustee or upon shorter notice accepted by the successor trustee. (bc) If, at the time of a Change in Control (as defined herein), the trustee is, other than serving as trustee hereunder, an independent party with respect to the Bank, Trustee may not be removed by Bank for two (2) years following the date of such Change in Control. Such trustee also may not be removed by Bank in anticipation of a Change in Control. (d) If Trustee resigns at any time following a Change in Control, or if Trustee is removed by Bank at any time following the Trustee expiration of the two (2) year period (as described in Subpart (c) above) following a Change in Control, the President of the Bank, as in existence immediately prior to a Change in Control, or in the event such person is deceased, the Benefits Determiner, shall cease to be eligible select a successor trustee in accordance with the provisions of Section 8.06 XI(a) hereof and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or such selection shall be adjudged bankrupt made on or insolventbefore the effective date of Trustee’s resignation or removal. In all other instances of resignation or removal, or a receiver of the Trustee or of its property Bank shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint select a successor trusteetrustee in accordance with the provisions of XI(a) hereof, if necessary, acceptable to with such selection being made on or before the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the effective date of such termination Trustee’s resignation or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee)removal. (e) Any Upon resignation or removal of the Trustee and appointment of a successor trustee, pursuant all assets shall subsequently be promptly transferred to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee, in accordance with sub-section (a) hereof. (f) If Trustee resigns or is removed under paragraph (a), (b), or (d) of this Section X, a successor shall be appointed in accordance with Section XI hereof, with such selection being made on or before the effective date of resignation or removal. If no such appointment has been made, Bank or Trustee (as provided applicable) may apply to a court of competent jurisdiction for appointment of a successor or for instructions. Should the Trustee be required to apply to a court of competent jurisdiction for such purpose, all expenses of Trustee in Section 8.08connection with the proceeding shall be allowed as administrative expenses of the Trust.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, any NIMS Insurer, the Swap Counterparty, the Group 1 Cap Counterparty, the Group 2 Cap Counterparty and the Master Servicer, the Special Servicer, to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall will promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies any NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, and one copy to the successor trustee. A trustee and one copy to each of such instrument shall be delivered to the Master Servicer, the Special Servicer Swap Counterparty, the Group 1 Cap Counterparty, the Group 2 Cap Counterparty and the Certificateholdersany NIMS Insurer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 6.05 and shall fail to resign after written request therefor by the Depositor or the Master Servicerany NIMS Insurer, or if at any time (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, or if (iii) the Trustee shall fail (other than by reason to observe or perform in any material respect any of the failure covenants or agreements of either the Master Servicer Trustee contained in this Agreement, (iv) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered Trust Fund held by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period is located, (v) the continued use of five days, or if the Trustee fails would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating or (vi) the Trustee shall fail to make distributions deliver the information or reports required pursuant to Section 3.05(b), 4.01 or 9.016.01(k) through (n) hereto, then the Depositor may Depositor, any NIMS Insurer or the Master Servicer shall remove the Trustee and the Depositor shall appoint a successor trustee, if necessary, trustee acceptable to any NIMS Insurer and the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and removed, one copy each to the successor trustee. A trustee and one copy of such instrument shall be delivered to the Master Servicer, the Special Servicer Swap Counterparty, the Group 1 Cap Counterparty, the Group 2 Cap Counterparty and any NIMS Insurer; provided, however, that if the Certificateholders Trustee is removed for the failure to provide the accountant’s attestation pursuant to Section 6.01(l) of this Agreement, the Trustee shall reimburse the Depositor for reasonable out-of pocket costs incurred by the DepositorDepositor in providing for a successor Trustee. (c) The Holders of Certificates entitled to at least 51more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and the Depositor remove the Trustee and appoint a successor trustee, if necessary, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorizedauthorized (or by any NIMS Insurer), one complete set copy of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Depositor, one copy to the Special Trustee and one copy to each of the Master Servicer, the Swap Counterparty, the Group 1 Cap Counterparty, the Group 2 Cap Counterparty and any NIMS Insurer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer and the remaining Certificateholders by the successor trustee so appointedany NIMS Insurer. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee, trustee as provided in Section 8.086.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Master ServicerUnderlying Certificate Seller and each Rating Agency not less than 60 days before the date specified in such notice when, subject to Section 5.09, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 5.09 meeting the Special Servicer, to all Certificateholders at their respective addresses qualifications set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, and to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders5.07. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 5.07 hereof and shall fail to resign after written request therefor thereto by the Depositor or the Master ServicerDepositor, or if (ii) at any time the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result Trust Fund is located and (B) the imposition of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to such tax would be delivered avoided by the Trustee pursuant appointment of a different trustee or (iv) , during the period which the Depositor is required to Section 4.02 and such failure shall continue unremedied for a period of five daysfile Exchange Act Reports with respect to the Trust Fund, or if the Trustee fails to make distributions required pursuant to comply with its obligations under, the preceding paragraph, Section 3.05(b5.10 or Article 9 and such failure is not remedied within the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), 4.01 or 9.01then, in the case of clauses (i) through (iii), then the Depositor may remove the Trustee and appoint a successor trustee, if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event) trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed Trustee, one copy of which shall be delivered to the Depositor and one copy to the successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Master ServicerDepositor, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed, together with a written description of the basis for such removal. A copy As long as any Voting Rights are held by parties other than the Underlying Certificate Seller, its Affiliates, or its agents, Voting Rights of Certificates held by the Underlying Certificate Seller, its Affiliates or its agents as the Underlying Certificate Seller shall certify to the Trustee upon any such instrument entity obtaining such ownership will be excluded from participating in such voting arrangements, and excluded from determining the 51% threshold. Notice of any removal of the Trustee shall be delivered given to the Depositor, the Special Servicer each Rating Agency and the remaining Certificateholders Underlying Certificate Seller by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee). (e) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee, trustee pursuant to any of the provisions of this Section 8.07 5.08 shall not become effective until upon acceptance of appointment by the successor trustee, trustee as provided in Section 8.085.09 hereof.