Common use of Resignation and Removal of Trustee Clause in Contracts

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, Depositor and the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or Insurer, (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer NIMs Insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trusteeSuccessor Trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

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 of resignation thereof to the Depositor, the Master Servicer, the NIMs Insurer Special Servicer, all Certificateholders and the Securities Administrator by mailing all Serviced Non-Trust Mortgage Loan Noteholders. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor shall promptly appoint a successor trustee acceptable to the NIMs Insurer Depositor by written instrument, in accordance with Section 8.09 duplicate, which instrument shall be delivered to the resigning Trustee and meeting to the qualifications set forth in Section 8.07successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Serviced 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 or 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 8.07 hereof 8.06 and shall fail to resign after written request thereto therefor by the Depositor Depositor, or the NIMs Insurer or (ii) if 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 the Trustee shall fail (iii)(Aother 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 Bond Level File, CMSA Collateral Summary File, CMSA Historical Bond/Collateral Realized Loss Reconciliation Template, CMSA Historical Liquidation Loss Template, CMSA Interest Shortfall Reconciliation Template, CMSA Reconciliation of Funds Template and/or Mortgage Pool Data Update Report, or other report or statement required by Section 4.02 and such failure shall continue unremedied for a period of five (5) days after receipt of written notice by the Trustee of such failure, or if the Trustee 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 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 3.13, Section 3.14 or Section 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 is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such taxFund, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to the Depositor and the Master Servicer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the Trustee, one Trustee so removed and to the successor trustee. A copy of which such instrument shall be delivered to the Securities Administrator Master Servicer, the Special Servicer, the Certificateholders and one copy of which shall be delivered to the Serviced Non-Trust Mortgage Loan Noteholders by the successor trustee. trustee so appointed. (c) The Holders evidencing of Certificates entitled to at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder may at any time remove the Trustee (with or without cause) and the Depositor shall appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer)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. Notice A copy of such instrument shall be delivered to the Depositor, the Special 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 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, 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 shall be given Trustee, including but not limited to the NIMs Insurer rights set forth in Sections 8.05(b) and each Rating Agency by the successor trustee. (c). (e) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 8.07 shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder8.08.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, Servicer and the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify reimburse the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Trustee and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Swap Counterparty and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee, one copy to the successor trustee and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer, the Swap Counterparty and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating or (Cv) the Trustee fails shall fail to indemnify deliver the Trust Fund against such taxinformation or reports required pursuant to Section 6.01(k) through (n) hereto, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may Master Servicer shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the Master Servicer, the Swap Counterparty and any NIMS Insurer; provided, however, that if the 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 Depositor in providing for a successor trustee. Trustee. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time remove upon 30 days’ written notice to the Trustee and the Depositor shall appoint a successor trustee remove the Trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the Trustee so removed and one complete set copy to the Master Servicer, the Swap Counterparty and any NIMS Insurer; the Depositor shall thereupon appoint a successor so appointed. Notice of any removal of the Trustee shall be given trustee in accordance with this Section mutually acceptable to the NIMs Insurer Depositor and each Rating Agency by the successor trustee. Master Servicer and any NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, Servicer and the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or Insurer, (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer NIMs Insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trusteeSuccessor Trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Trustee, the Depositor, the ServicerSwap Counterparty, the NIMs Cap Counterparty, any NIMS Insurer and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee, one copy to the successor trustee, and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating, (Cv) the Trustee fails shall fail to indemnify provide any information, reports, assessments or attestations required pursuant to subsection 6.01(l) or Section 9.25 or (vi) the Trust Fund against such taxDepositor desires to replace the Trustee with a successor trustee, then the Depositor or the NIMs any NIMS Insurer may shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the successor trustee. Master Servicer and any NIMS Insurer. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee and the Depositor shall appoint a successor trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the Trustee so removed and Trustee, one complete set copy each to the Master Servicer and any NIMS Insurer; the Depositor shall thereupon appoint a successor so appointed. Notice of any removal of the Trustee shall be given trustee in accordance with this Section mutually acceptable to the NIMs Insurer Depositor, the Master Servicer and each Rating Agency by the successor trustee. any NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register Master Servicer and each Rating Agency, Agency not less than 60 days before the date specified in such notice when, subject to Section 8.098.08, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and 8.08 meeting the qualifications set forth in Section 8.078.06. 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 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 (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with 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 8.07 8.06 hereof and shall fail to resign after written request thereto by the Depositor NIM Insurer or the NIMs Insurer or Depositor, (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then or (iv) during the period that the Depositor is required 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 7.01, 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), then, in the case of clauses (i) through (iii), the Depositor, the NIM Insurer or the NIMs Insurer Master Servicer, and in the case of clause (iv), the Depositor, may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee trustee, reasonably acceptable to the NIM Insurer, by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Master Servicer, one copy of which shall be delivered to the NIM Insurer and one copy of which shall be delivered to the successor trustee. The Holders evidencing of Certificates entitled to at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, instruments signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer)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 so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder8.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Swap Counterparty and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee, one copy to the successor trustee and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer, the Swap Counterparty and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating or (Cv) the Trustee fails shall fail to indemnify provide the Trust Fund against such taxinformation required pursuant to Section 6.01(l) or (m) or Section 9.25 hereof, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer Master Servicer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 acceptable to any NIMS Insurer and the Master Servicer by written instrument, one copy of which instrument shall be delivered to each of the Trustee so removed, the successor trustee, the Master Servicer, the Swap Counterparty and any NIMS Insurer. (c) The Holders of more than 50% of the Class Principal Amount (or instruments, Percentage Interest) of each Class of Certificates (or any NIMS Insurer in triplicatethe 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 by such written instrument, signed by such Holders or their attorneys-in-attorney in fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by to each of the Depositor, the Trustee, the Swap Counterparty, the Master Servicer and any NIMS Insurer; and the Depositor shall thereupon appoint a successor Trustee trustee in accordance with this Section mutually acceptable to the ServicerDepositor, one complete set to the Trustee so removed Master Servicer and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicer, the NIMs any NIMS Insurer and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee and meeting one copy to the qualifications set forth in Section 8.07successor trustee, the Master Servicer and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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, or (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating or (Cv) the Depositor desires to replace the Trustee fails with a successor Trustee, which successor is willing to indemnify sign the Trust Fund against such taxForm 10-K Certification, then the Depositor Depositor, the Master Servicer or the NIMs any NIMS Insurer may shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the successor trustee. Master Servicer and any NIMS Insurer. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee and the Depositor shall appoint a successor trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneys-in-attorney in fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the Trustee so removed and Trustee, one complete set copy each to the Master Servicer and any NIMS Insurer; the Depositor shall thereupon appoint a successor so appointed. Notice of any removal of the Trustee shall be given trustee in accordance with this Section mutually acceptable to the NIMs Insurer Depositor, the Master Servicer and each Rating Agency by the successor trustee. any NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, Servicer and the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register and each Rating AgencyAgency rating the Certificates, 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 NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or Insurer, (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency rating the Certificates by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

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 of resignation thereof to the Depositor, the Master Servicer, the NIMs Insurer Special Servicer, the REMIC Administrator and the Securities Administrator by mailing to all Certificateholders. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor shall promptly appoint a successor trustee acceptable to the NIMs Insurer Master Servicer by written instrument, in accordance with Section 8.09 duplicate, which instrument shall be delivered to the resigning Trustee and meeting to the qualifications set forth in Section 8.07successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer, the REMIC Administrator and the Certificateholders 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 or 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 8.07 hereof 8.06 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer Master Servicer, or (ii) if 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 (iii)(A) a tax is imposed with respect to if the Trust Fund by any state in which continued use of the Trustee would (as evidenced in writing from either Rating Agency) result in a qualification, downgrading or withdrawal of the Trust Fund is located, (B) the imposition rating assigned by such Rating Agency to any Class of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such taxCertificates, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to the Master Servicer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the Trustee, one Trustee so removed and to the successor trustee. A copy of which such instrument shall be delivered to the Securities Master Servicer, the Special Servicer, the REMIC Administrator and one copy of which shall be delivered to the successor trustee. Certificateholders by the Depositor. (c) The Holders evidencing at least of Certificates entitled to not less than 51% of the Voting Rights of all Classes of Certificates(or, if such removal is in connection with the consent Trustee's failure to make any required Advance, 25% of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder Voting Rights) may at any time remove the Trustee and the Depositor shall appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer)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 so appointed. Notice A copy of any removal of the Trustee such instrument shall be given delivered to the NIMs Insurer Depositor, the Special Servicer, the REMIC Administrator and each Rating Agency the remaining Certificateholders by the successor trustee. so appointed. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 8.07 shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 8.09 hereof8.08 and written confirmation from each Rating Agency that the appointment of such successor Trustee shall not result in the downgrade, qualification or withdrawal of any rating then assigned thereby to any Class of Certificates. If Notwithstanding anything herein to the Securities Administrator contrary, if any Person is acting as 149 both Trustee and REMIC Administrator, then any resignation or removal of such Person as the Trustee shall be accompanied by the resignation or removal of such Person as REMIC Administrator, and the Master Servicer are successor trustee shall serve as successor to the same Person, then at any time the Securities REMIC Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunderwell.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, Servicer and the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or Insurer, (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer NIMs Insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. The (A) Trustee may resign at any time resign and be discharged from the trusts hereby created by (1) giving written notice to Bank, which shall be effective sixty (60) days after receipt of resignation to the Depositor, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register and each Rating Agency, not less than 60 days before the date specified in such notice whenunless Bank and Trustee agree otherwise. (B) Trustee may be removed by Bank on sixty (60) days prior written notice or upon shorter notice accepted by Trustee. (C) Upon a Change of Control, subject to Section 8.09as defined herein, such resignation is to take effect, and Trustee may not be removed by Bank for two (2) acceptance of appointment by a successor trustee acceptable to years following the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving date of such notice or resignationChange in Control, the resigning nor may such Trustee may petition any court of competent jurisdiction for the appointment be removed by Bank in anticipation of a successor trustee. Change of 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 expiration of the two (i2) the year period (as described in Subpart (c) above) following a Change in Control, Trustee shall cease to be eligible select a successor Trustee in accordance with the provisions of Section 8.07 11(a) hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or (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 (iii)(A) a tax is imposed with respect prior to the Trust Fund by any state effective date of Trustee's resignation or removal. In all other instances of resignation or removal, Bank shall select a successor Trustee in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor accordance with the consent provisions of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered 11(a) hereof prior to the effective date of Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, 's resignation or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized removal. (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any E) Upon resignation or removal of the Trustee and appointment of a successor trustee pursuant Trustee, all assets shall subsequently be transferred to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereofTrustee. The transfer shall be completed within fifteen (15) days after receipt of notice of resignation, removal or transfer, unless Bank extends the time limit. (F) If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator Trustee resigns or is removed hereunderunder paragraph (a), (b), or (d) of this Section 10, a successor shall be appointed in accordance with Section 11 hereof, by the Master Servicer effective date of resignation or removal. If no such appointment has been made, Trustee or Bank (as specified above) 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 connection with the proceeding shall likewise be terminated allowed as master servicer hereunderadministrative 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 (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Swap Counterparty and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs resigning Trustee, one copy to the successor trustee, one copy to the Certificate Insurer in accordance with Section 8.09 and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer, the Swap Counterparty and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating or (Cv) the Trustee fails shall fail to indemnify provide the Trust Fund against such taxinformation required pursuant to Section 6.01(l) or (m) or Section 9.25 hereof, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer Master Servicer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 acceptable to any NIMS Insurer and the Master Servicer by written instrument, one copy of which instrument shall be delivered to each of the Trustee so removed, the successor trustee, the Master Servicer, the Certificate Insurer, the Swap Counterparty and any NIMS Insurer. (c) The Holders of more than 50% of the Class Principal Amount (or instruments, Percentage Interest) of each Class of Certificates (or any NIMS Insurer in triplicatethe 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 by such written instrument, signed by such Holders or their attorneys-in-attorney in fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by to each of the Depositor, the Trustee, the Swap Counterparty, the Certificate Insurer, the Master Servicer and any NIMS Insurer; and the Depositor shall thereupon appoint a successor Trustee trustee in accordance with this Section mutually acceptable to the ServicerDepositor, one complete set to the Trustee so removed Master Servicer and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. The (a) Trustee may resign at any time resign and be discharged from the trusts hereby created by (1) giving written notice to Bank, which shall be effective sixty (60) days after receipt of resignation to the Depositor, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register and each Rating Agency, not less than 60 days before the date specified in such notice whenunless Bank and Trustee agree otherwise. (b) Trustee may be removed by Bank on sixty (60) days prior written notice or upon shorter notice accepted by Trustee. (c) Upon a Change of Control, subject to Section 8.09as defined herein, such resignation is to take effect, and Trustee may not be removed by Bank for two (2) acceptance of appointment by a successor trustee acceptable to years following the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving date of such notice or resignationChange in Control, the resigning nor may such Trustee may petition any court of competent jurisdiction for the appointment be removed by Bank in anticipation of a successor trustee. Change of 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 expiration of the two (i2) the year period (as described in Subpart (c) above) following a Change in Control, Trustee shall cease to be eligible select a successor Trustee in accordance with the provisions of Section 8.07 11(a) hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or (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 (iii)(A) a tax is imposed with respect prior to the Trust Fund by any state effective date of Trustee's resignation or removal. In all other instances of resignation or removal, Bank shall select a successor Trustee in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor accordance with the consent provisions of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered 11(a) hereof prior to the effective date of Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, 's resignation or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized removal. (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any e) Upon resignation or removal of the Trustee and appointment of a successor trustee pursuant Trustee, all assets shall subsequently be transferred to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereofTrustee. The transfer shall be completed within fifteen (15) days after receipt of notice of resignation, removal or transfer, unless Bank extends the time limit. (f) If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator Trustee resigns or is removed hereunderunder paragraph (a), (b), or (d) of this Section 10, a successor shall be appointed in accordance with Section 11 hereof, by the Master Servicer effective date of resignation or removal. If no such appointment has been made, Trustee or Bank (as specified above) 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 connection with the proceeding shall likewise be terminated allowed as master servicer hereunderadministrative expenses of the Trust.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, Servicer and the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or Insurer, (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder, may at any time remove the Trustee and the Depositor shall appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set trustee to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation thereof to the DepositorIssuer, the ServicerDeveloper, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register Original Purchaser and each Rating Agency, not less than 60 days before owner of STAR Bonds Outstanding as shown by the date specified in such notice when, subject list of Bondowners required by this Indenture to Section 8.09, such resignation is to take effect, and (2) be kept at the office of the Trustee. If an instrument of acceptance of appointment by a successor trustee acceptable Trustee shall not have been delivered to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment Trustee within 30 days after the giving of such notice or of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (b) If the Trustee has or shall acquire any conflicting interest, it shall, within 90 days after ascertaining that it has a conflicting interest, or within 30 days after receiving written notice from the Issuer or the Developer (so long as the Developer is not in default under this Indenture) that it has a conflicting interest, either eliminate such conflicting interest or resign in the manner and with the effect specified in Section 9.06(a) above. (c) The Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the Issuer and the Trustee signed by the owners of a majority of the STAR Bond Obligation, or, so long as the Issuer is not in default and no condition that with the giving of notice or passage of time, or both, would constitute a default hereunder, by the Issuer. The Issuer or any Bondowner may, at any time petition any court of competent jurisdiction for the removal of the Trustee for cause. (d) If at any time time: (i) the Trustee shall fail to comply with Section 9.06(b) above after written request therefor by the Issuer or by any bondowner; or (ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 8.07 hereof 9.05 and shall fail to resign after written request thereto therefor by the Depositor Issuer or the NIMs Insurer or by any such bondowner; or (iiiii) the Trustee shall become incapable of acting, acting or shall be adjudged as 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; then, or (iii)(A) a tax is imposed with respect to in any such case, the Trust Fund by any state in which Issuer may remove the Trustee or any bondowner may petition any court of competent jurisdiction for the Trust Fund is located, (B) removal of the imposition of such tax would be avoided by Trustee and the appointment of a different trustee successor Trustee. (e) The Trustee shall give notice of each resignation and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any each removal of the Trustee shall be given and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the NIMs Insurer registered owners of STAR Bonds as their names and each Rating Agency addresses appear in the Bond Register maintained by the Trustee and to the Original Purchaser. Each notice shall include the name of the successor trustee. Any Trustee and the address of its principal corporate trust office. (f) No resignation or removal of the Trustee and no appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 8.08 Article shall become effective upon until the acceptance of appointment by the successor trustee as provided in Trustee under Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder9.08.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the DepositorCompany, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and which shall be effective thirty (230) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving receipt of such notice or resignation, unless the resigning Company and the Trustee agree otherwise. (b) The Trustee may petition any court of competent jurisdiction for be removed by the appointment of a successor trustee. If Company upon thirty (30) days notice or upon shorter notice accepted by the Trustee; provided, however, that the Company may not remove the Trustee at any time following a Change in Control (ias defined in the Plan) without the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment consent of a different trustee and majority of Plan participants. (Cc) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any Upon resignation or removal of the Trustee and appointment of a successor trustee pursuant Trustee, 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 the provisions of this Section 8.08 shall become effective upon acceptance of appointment Company extends the time limit, provided that the Trustee is provided assurance by the successor trustee as provided in Section 8.09 hereof. Company satisfactory to the Trustee that all fees and expenses reasonably anticipated will be paid. (d) If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator Trustee resigns or is removed hereunderremoved, a successor shall be appointed, in accordance with Section 12 hereof, by the effective date of the resignation or removal under paragraph (a) or (b) of this section. If no such appointment has been made, the Master Servicer 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 likewise be terminated allowed as master servicer hereunderadministrative expenses of the Trust. (e) Upon settlement of the account and transfer of the Trust assets to the successor Trustee, all rights and privileges under the Trust Agreement shall vest in the successor Trustee and all responsibility and liability of the Trustee with respect to the Trust and assets thereof shall terminate subject only to the requirement that the Trustee execute all necessary documents to transfer the Trust assets to the 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 (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Master Servicer and the Securities Administrator by mailing Swap Counterparty. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs resigning Trustee, one copy to the successor trustee, one copy to the Certificate Insurer in accordance with Section 8.09 and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer, the Swap Counterparty and any 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 or of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. 109 (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating or (Cv) the Trustee fails shall fail to indemnify provide the Trust Fund against such taxinformation required pursuant to Subsection 6.21(c) hereof, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may Master Servicer shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered each to the successor trustee. , one copy to the Certificate Insurer and one copy to the Master Servicer, the Swap Counterparty and any NIMS Insurer. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time remove upon 30 days' written notice to the Trustee and the Depositor shall appoint a successor trustee remove the Trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneys-in-attorney in fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the Depositor, one copy to the Trustee, one copy to the Certificate Insurer and one copy to the Master Servicer, one complete set the Swap Counterparty and any NIMS Insurer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Trustee so removed Depositor and one complete set to the successor so appointed. Notice of Master Servicer and any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the ServicerCertificate Insurer, any NIMS Insurer, the NIMs Insurer Swap Counterparty, the Cap Counterparty and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee, one copy to the Certificate Insurer, one copy to the successor trustee and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer, the Swap Counterparty, the Cap Counterparty and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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) the Trustee shall fail to observe or perform in any material respect any of the covenants or agreements of the Trustee contained in this Agreement, (iii)(Aiv) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Bv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating or (Cvi) the Trustee fails shall fail to indemnify deliver the Trust Fund against such taxinformation or reports required pursuant to Section 6.01(k) through (n) hereto, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may Master Servicer shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the Master Servicer, the Certificate Insurer, the Swap Counterparty, the Cap Counterparty and any NIMS Insurer; provided, however, that if the 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 Depositor in providing for a successor trustee. Trustee. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time remove upon 30 days’ written notice to the Trustee and the Depositor shall appoint a successor trustee remove the Trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the Trustee so removed and one complete set copy to each of the Master Servicer, the Certificate Insurer, 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 successor so appointed. Notice of Depositor and the Master Servicer and any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

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 of resignation thereof to the Depositor, the Master Servicer, the NIMs Insurer Special Servicer, the REMIC Administrator and the Securities Administrator by mailing to all Certificateholders. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor shall promptly appoint a successor trustee acceptable to the NIMs Insurer Master Servicer by written instrument, in accordance with Section 8.09 duplicate, which instrument shall be delivered to the resigning Trustee and meeting to the qualifications set forth in Section 8.07successor trustee. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer, the REMIC Administrator and the Certificateholders 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 or 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 8.07 hereof 8.06 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer Master Servicer, or (ii) if 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 (iii)(A) a tax is imposed with respect to if the Trust Fund by any state in which continued use of the Trustee would (as evidenced in writing from either Rating Agency) result in a qualification, downgrading or withdrawal of the Trust Fund is located, (B) the imposition rating assigned by such Rating Agency to any Class of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such taxCertificates, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to the Master Servicer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the Trustee, one Trustee so removed and to the successor trustee. A copy of which such instrument shall be delivered to the Securities Master Servicer, the Special Servicer, the REMIC Administrator and one copy of which shall be delivered to the successor trustee. Certificateholders by the Depositor. (c) The Holders evidencing at least of Certificates entitled to not less than 51% of the Voting Rights of all Classes of Certificates(or, if such removal is in connection with the consent Trustee's failure to make any required Advance, 25% of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder Voting Rights) may at any time remove the Trustee and the Depositor shall appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer)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 so appointed. Notice A copy of any removal of the Trustee such instrument shall be given delivered to the NIMs Insurer Depositor, the Special Servicer, the REMIC Administrator and each Rating Agency the remaining Certificateholders by the successor trustee. so appointed. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 8.07 shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 8.09 hereof8.08 and written confirmation from each Rating Agency that the appointment of such successor Trustee shall not result in the downgrade, qualification or withdrawal of any rating then assigned thereby to any Class of Certificates. If Notwithstanding anything herein to the Securities Administrator contrary, if any Person is acting as both Trustee and REMIC Administrator, then any resignation or removal of such Person as the 147 Trustee shall be accompanied by the resignation or removal of such Person as REMIC Administrator, and the Master Servicer are successor trustee shall serve as successor to the same Person, then at any time the Securities REMIC Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunderwell.

Resignation and Removal of Trustee. and the Securities ----------------------------------------------------------- Administrator. -------------- The Trustee or the Securities Administrator may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice thereof to the Master Servicer, the NIMS Insurer and the Depositor and mailing a copy of such notice to all Holders of record. The Trustee or the Securities Administrator, as applicable, shall also mail a copy of such notice of resignation to the Depositor, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register and each Rating Agency, not less than 60 days before the date specified in . Upon receiving such notice whenof resignation, subject the Depositor shall use its best efforts to Section 8.09promptly appoint a mutually acceptable successor Trustee or Securities Administrator, such resignation is as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to take effectthe resigning Trustee or Securities Administrator, as applicable, and (2) acceptance of appointment by a successor trustee acceptable one copy to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07successor Trustee or Securities Administrator, as applicable. If no successor trustee Trustee or Securities Administrator, as the case may be, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice or of resignation, the resigning Trustee or Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee or Securities Administrator. If at any time (i) the Trustee or Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.07 hereof 9.05 and shall fail to resign after written request thereto therefor by the Depositor Master Servicer, or if at any time the Trustee or the NIMs Insurer or (ii) the Trustee Securities Administrator shall become incapable of acting, or shall be adjudged as a bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator or of its their respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities Administrator or of its their respective property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iii)(A) a tax is imposed with respect if at any time the Securities Administrator has failed to duly perform, within the Trust Fund by any state in which required time period, its obligations under Section 3.20, Section 3.21 or Section 3.22, then the Master Servicer may remove the Trustee or the Trust Fund is locatedSecurities Administrator, (B) as the imposition of such tax would be avoided by the appointment of a different trustee case may be, and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee or securities administrator by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to Trustee or the Securities Administrator Administrator, as applicable, so removed and one copy of which shall be delivered to the successor trusteesuccessor. The Holders of Certificates evidencing at least 51not less than 50% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder may at any time remove the Trustee and or the Depositor shall appoint a successor trustee Securities Administrator by written instrument or instrumentsinstruments delivered to the Master Servicer and the Trustee or the Securities Administrator, as applicable; the Master Servicer shall thereupon use their best efforts to appoint a mutually acceptable successor Trustee or Securities Administrator, as the case may be, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trusteeaccordance with this Section 9.06. Any resignation or removal of the Trustee or the Securities Administrator and appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 8.08 9.06 shall become effective upon acceptance of appointment by the successor trustee Trustee or Securities Administrator, as the case may be, as provided in Section 8.09 hereof9.07. If Notwithstanding anything to the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereundercontrary contained herein, the Master Servicer and the Securities Administrator shall likewise at all times be terminated as master servicer hereunderthe same Person.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the DepositorBank, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and which shall be effective thirty (230) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving receipt of such notice unless the Bank and the Trustee agree otherwise, whether or resignationnot a successor has been appointed and qualifies. The Trustee shall pay or deliver property to the successor trustee or the Bank (in further trust, 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 Bank on sixty (60) days notice to the Trustee or upon shorter notice accepted by the Trustee. A successor trustee may be removed by the Bank on ninety (90) days notice to such successor trustee or upon shorter notice accepted by the successor trustee. (1) 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 herein), the Trustee is, other than serving as trustee hereunder, an independent party with respect to the Bank, the Trustee may not be removed by the Bank for the two (2) years following the date of such a Change in Control. Such Trustee also may not be removed by the Bank in anticipation of a Change in Control. (d) If the Trustee resigns at any time (i) following a Change in Control, or if the Trustee is removed by the Bank 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 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 8.07 XI (a) hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or (ii) the Trustee shall become incapable of acting, or such selection shall be adjudged as 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 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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint select a successor trustee by written instrumentin accordance with the provisions of XI (a) hereof, in triplicate, one copy with such selection being made on or before the effective date of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, ’s resignation or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized removal. (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any e) Upon resignation or removal of the Trustee and appointment of a successor trustee pursuant trustee, all assets shall subsequently be promptly transferred to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided trustee, in Section 8.09 accordance with sub-section (a) hereof. . (f) If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator Trustee resigns or is removed hereunderunder 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 Master Servicer Bank or the Trustee (as 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 connection with the proceeding shall likewise be terminated allowed as master servicer hereunderadministrative 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 (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Swap Counterparty, the Cap Counterparty and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee, one copy to the successor trustee and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer, the Swap Counterparty, the Cap Counterparty and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating or (Cv) the Trustee fails shall fail to indemnify deliver the Trust Fund against such taxinformation or reports required pursuant to Section 6.01(k) through (n) hereto, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may Master Servicer shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the Master Servicer, the Swap Counterparty, the Cap Counterparty and any NIMS Insurer; provided, however, that if the 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 Depositor in providing for a successor trustee. Trustee. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time remove upon 30 days’ written notice to the Trustee and the Depositor shall appoint a successor trustee remove the Trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the Trustee so removed and one complete set 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 successor so appointed. Notice of Depositor and the Master Servicer and any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, Depositor and the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days 111 after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or Insurer, (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer NIMs Insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trusteeSuccessor Trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

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 of resignation thereof to the Depositor, the Master Servicer, the NIMs Insurer Special Servicer, the Class A-3SF Swap Counterparty, the Class A-MFL Swap Counterparty and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the all Certificateholders at their respective addresses appearing on set forth in the Certificate Register and each Rating Agency, not less than 60 days before the date specified in Register. Upon receiving such notice whenof resignation, subject to Section 8.09, such resignation is to take effect, and (2) acceptance of appointment by the Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the NIMs Insurer Depositor and the Rating Agencies by written instrument, in accordance with Section 8.09 duplicate, which instrument shall be delivered to the resigning Trustee and meeting to the qualifications set forth in Section 8.07successor trustee. A copy of such instrument shall be delivered to the Depositor, the Special Servicer, the Class A-3SF Swap Counterparty, the Class A-MFL Swap Counterparty and the Certificateholders 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 or 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 8.07 hereof 8.06 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer Master Servicer, or (ii) if 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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which if the Trustee or Paying Agent (if different from the Trust Fund is locatedTrustee) 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), (B) the imposition of such tax would to timely deliver any report to be avoided delivered by the appointment Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of a different trustee and (C) five days, or if the Trustee or Paying Agent (if different from the Trustee) fails to indemnify the Trust Fund against such taxmake distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS 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 the qualification, downgrading or withdrawal of the then-current rating on any Class of Certificates) by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the Trustee, one Trustee so removed and to the successor trustee. A copy of which such instrument shall be delivered to the Securities Administrator Master Servicer, the Special Servicer and one copy of which shall be delivered to the successor trustee. Certificateholders by the Depositor. (c) The Holders evidencing of Certificates entitled to at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer)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. Notice A copy of any removal of the Trustee such instrument shall be given delivered to the NIMs Insurer Depositor, the Special Servicer and each Rating Agency the remaining Certificateholders by the successor trusteeso appointed. 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 Trustee and such Fiscal Agent). (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 8.07 shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder8.08.

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 of resignation thereof to the Certificateholders, the Company, any other Depositor, the Servicerand any Indenture Trustee. Upon receiving such notice of resignation, the NIMs Insurer and the Securities Administrator by mailing notice Majority of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Holders shall promptly appoint a successor trustee (which shall be reasonably acceptable to the NIMs Insurer Majority of Holders) by written instrument, in accordance with Section 8.09 duplicate, one copy of which instrument shall be delivered to the resigning Trustee and meeting one copy to the qualifications set forth in Section 8.07successor Trustee. If no successor trustee Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. , which successor trustee shall be reasonably acceptable to the Majority of Holders. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 6.06 hereof and shall fail to resign after written request thereto therefor by the Depositor Company, or the NIMs Insurer or (ii) if at any time the Trustee shall become incapable of acting, or shall be adjudged as 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 then the Company shall remove the Trustee and appoint a successor Trustee reasonably acceptable to the Majority of Holders 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. The Trustee also may be removed at any time (iii)(Ai) by the Company, if the Trustee ceases to be eligible to continue as such under this Trust Agreement, (ii) if the Trustee become insolvent, (iii) if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund Estate held by the Trustee pursuant to this Trust Agreement is located, or (Biv) the imposition of such tax would be avoided by the appointment Majority of a different trustee and (C) the Trustee fails Holders upon 30 days' advance written notice to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized Company. (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. c) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 6.08 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, Servicer and the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or Insurer, (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer NIMs Insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations 100 hereunder may at any time remove the Trustee and the Depositor shall appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trusteeSuccessor Trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicer, the NIMs any NIMS Insurer and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee and meeting one copy to the qualifications set forth in Section 8.07successor trustee, the Master Servicer and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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, or (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, located or (Biv) the imposition continued use of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify would result in a downgrading of the Trust Fund against such taxrating by any Rating Agency of any Class of Certificates with a rating, then the Depositor Depositor, the Master Servicer or the NIMs any NIMS Insurer may shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the successor trustee. Master Servicer and any NIMS Insurer. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee and the Depositor shall appoint a successor trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneys-in-attorney in fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the Trustee so removed and Trustee, one complete set copy each to the Master Servicer and any NIMS Insurer; the Depositor shall thereupon appoint a successor so appointed. Notice of any removal of the Trustee shall be given trustee in accordance with this Section mutually acceptable to the NIMs Insurer Depositor, the Master Servicer and each Rating Agency by the successor trustee. any NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register Master Servicer and each Rating Agency, Agency not less than 60 days before the date specified in such notice when, subject to Section 8.098.08, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and 8.08 meeting the qualifications set forth in Section 8.078.06. 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 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 (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with 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 8.07 8.06 hereof and shall fail to resign after written request thereto by the Depositor NIM Insurer or the NIMs Insurer or Depositor, (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then or (iv) during the period that the Depositor is required 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 7.01, 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), then, in the case of clauses (i) through (iii), the Depositor, the NIM Insurer or the NIMs Insurer Master Servicer, and in the case of clause (iv), the Depositor, may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee trustee, reasonably acceptable to the NIM Insurer, by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Master Servicer, one copy of which shall be delivered to the NIM Insurer and one copy of which shall be delivered to the successor trustee. The Holders evidencing of Certificates entitled to at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, instruments signed by such Holders or their attorneys-in-in- fact duly authorized (or by the NIMs Insurer)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 so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder8.08.

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 of resignation thereof to the Depositor, the ServicerMaster Servicer and the Rating Agencies; provided that such resignation shall not be effective until its successor shall have accepted the appointment, commenced acting as successor and Rating Agency Confirmation from Fitch shall have been obtained with respect to such appointment. Upon receiving such notice of resignation, the NIMs Insurer Depositor will promptly appoint a successor trustee, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy to each of the Master Servicer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07Agencies. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice or 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 8.07 hereof 7.5 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund or any REMIC Pool by any state in which the Trustee or the Trust Fund held by the Trustee is located; provided, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) however, that, if the Trustee fails agrees to indemnify the Trust Fund against for such taxtaxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Trustee as such would result in a downgrade, qualification (if applicable) or withdrawal of the rating by any one or more of the Rating Agencies of any Class of Certificates (provided that a designation of "negative" credit watch shall not constitute a qualification), then the Depositor or the NIMs Insurer may remove the such Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered to the Securities Administrator successor trustee and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% each of the Voting Rights Master Servicer and the Rating Agencies. In the case of all Classes of Certificatesremoval under clauses (i)-(iv) above, with the consent of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder may at any time remove the Trustee and the Depositor shall appoint bear all such costs of such transfer. Such succession shall take effect after a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so has been appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Swap Counterparty, each Rating Agency and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee, one copy to the successor trustee and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer, the Swap Counterparty and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating, or (Cv) the Trustee fails shall fail to indemnify provide the Trust Fund against such taxinformation required pursuant to Section 6.01(l) or (m) or Section 9.25 hereof, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer Master Servicer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 acceptable to any NIMS Insurer and the Master Servicer by written instrument, one copy of which instrument shall be delivered to each of the Trustee so removed, the successor trustee, the Master Servicer, the Swap Counterparty and any NIMS Insurer. (c) The Holders of more than 50% of the Class Principal Amount (or instruments, Percentage Interest) of each Class of Certificates (or any NIMS Insurer in triplicatethe 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 by such written instrument, signed by such Holders or their attorneys-in-attorney in fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by to each of the Depositor, the Trustee, the Master Servicer, the Swap Counterparty and any NIMS Insurer; and the Depositor shall thereupon appoint a successor Trustee trustee in accordance with this Section mutually acceptable to the ServicerDepositor, one complete set to the Trustee so removed Master Servicer and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, Servicer and the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify reimburse the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Trustee and one copy of which shall be delivered to the successor trustee. 138 The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Master Servicer and the Securities Administrator by mailing Certificate Insurer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs resigning Trustee, one copy to the successor trustee and one copy to each of the Master Servicer, the Certificate Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, or (Biv) the imposition continued use of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating(in case of the Class 2-A3A Certificates, determined without regard to indemnify the Trust Fund against such taxCertificate Insurance Policy), then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may Master Servicer shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the successor trustee. Certificate Insurer and one copy to the Master Servicer and any NIMS Insurer. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time upon 30 days’ written notice to the Trustee, the Certificate Insurer and the Depositor remove the Trustee and the Depositor shall appoint a successor trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the Certificate Insurer, one copy to the Trustee so removed and one complete set copy to the Master Servicer and any NIMS Insurer; the Depositor shall thereupon appoint a successor so appointed. Notice of any removal of the Trustee shall be given trustee in accordance with this Section mutually acceptable to the NIMs Insurer Depositor and each Rating Agency by the successor trustee. Master Servicer and any NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Swap Counterparty and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee, one copy to the successor trustee and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer, the Swap Counterparty and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating, or (Cv) the Trustee fails shall fail to indemnify provide the Trust Fund against such taxinformation required pursuant to Section 6.01(k) or (l) or Section 9.25 hereof, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may Master Servicer shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the successor trustee. Master Servicer, the Swap Counterparty and any NIMS Insurer. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time remove upon 30 days’ written notice to the Trustee and the Depositor shall appoint a successor trustee remove the Trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneys-in-attorney in fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the Trustee so removed and one complete set copy to the Master Servicer, the Swap Counterparty and any NIMS Insurer; the Depositor shall thereupon appoint a successor so appointed. Notice of any removal of the Trustee shall be given trustee in accordance with this Section mutually acceptable to the NIMs Insurer Depositor and each Rating Agency by the successor trustee. Master Servicer and any NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation thereof to the DepositorIssuer, the ServicerPlacement Agent, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register Developer and each Rating Agency, not less than 60 days before Owner of Bonds Outstanding as shown by the date specified in such notice when, subject list of Bondowners required by this Indenture to Section 8.09, such resignation is to take effect, and (2) be kept at the office of the Trustee. If an instrument of acceptance of appointment by a successor trustee acceptable Trustee shall not have been delivered to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment Trustee within 30 days after the giving of such notice or of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (b) If the Trustee has or shall acquire any conflicting interest, it shall, within 90 days after ascertaining that it has a conflicting interest, or within 30 days after receiving written notice from the Issuer or the Developer (so long as the Developer is not in default under this Indenture) that it has a conflicting interest, either eliminate such conflicting interest or resign in the manner and with the effect specified in Section 9.06(a) above. (c) The Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the Issuer and the Trustee signed by the Owners of a majority of the Series 2022B Bonds Outstanding, or, so long as the Issuer is not in default and no condition that with the giving of notice or passage of time, or both, would constitute a default hereunder, by the Issuer. The Issuer or any Bondowner may, at any time petition any court of competent jurisdiction for the removal of the Trustee for cause. (d) If at any time time: (i) the Trustee shall fail to comply with Section 9.06(b) above after written request therefor by the Issuer or by any Bondowner; or (ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 8.07 hereof 9.05 and shall fail to resign after written request thereto therefor by the Depositor Issuer or the NIMs Insurer or by any such Bondowner; or (iiiii) the Trustee shall become incapable of acting, acting or shall be adjudged as 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; then, or (iii)(A) a tax is imposed with respect to in any such case, the Trust Fund by any state in which Issuer may remove the Trustee or any Bondowner may petition any court of competent jurisdiction for the Trust Fund is located, (B) removal of the imposition of such tax would be avoided by Trustee and the appointment of a different trustee successor Trustee. (e) The Trustee shall give notice of each resignation and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any each removal of the Trustee shall be given and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the NIMs Insurer Owners of Bonds as their names and each Rating Agency addresses appear in the Bond Register maintained by the Trustee and to the Original Purchaser. Each notice shall include the name of the successor trustee. Any Trustee and the address of its principal corporate trust office. (f) No resignation or removal of the Trustee and no appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 8.08 Article shall become effective upon until the acceptance of appointment by the successor trustee as provided in Trustee under Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder9.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the DepositorDepositor and the Certificate Insurer. Upon receiving such notice of resignation, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee reasonably acceptable to the NIMs Insurer in accordance with Section 8.09 Certificate Insurer, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and meeting one copy to the qualifications set forth in Section 8.07Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice or of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. trustee reasonably acceptable to the Certificate Insurer. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or with the NIMs prior written consent of the Certificate Insurer or at the direction of the Certificate Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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, or (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is locatedlocated due to the location of the Trustee, or (Biv) the imposition continued use of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating (determined without regard to indemnify the Trust Fund against such taxCertificate Insurance Policy), then the Depositor with the prior written consent of the Certificate Insurer or at the NIMs direction of the Certificate Insurer may shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee reasonably acceptable to the Certificate Insurer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered to the Securities Administrator successor trustee and one copy of which shall be delivered to the successor trustee. Servicer. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Balance (or Percentage Interest) of all Classes each Class of Certificates, Certificates with the prior written consent of the NIMs Certificate Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder Certificate Insurer, may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee and the Depositor shall appoint a successor trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorized (or by the NIMs Insurer)authorized, one complete set copy of which instruments instrument shall be delivered by to the successor Depositor, one copy to the Trustee and one copy to the Servicer, one complete set ; the Depositor shall thereupon appoint a successor trustee reasonably acceptable to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Certificate Insurer and each Rating Agency by the successor trustee. in accordance with this Section 6.06. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee reasonably acceptable to the Certificate Insurer, as provided in Section 8.09 hereof6.07. If the Securities Administrator no successor trustee shall have been so appointed and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereundershall have accepted appointment within 30 days after such notice of dismissal, the Master Servicer shall likewise be terminated as master servicer hereunderTrustee who received such notice of dismissal may petition any court of competent jurisdiction for the appointment of a successor trustee acceptable to the Certificate Insurer.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Master Servicer and the Securities Administrator by mailing Swap Counterparty. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee, one copy to the successor trustee and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer, the Swap Counterparty and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating or (Cv) the Trustee fails shall fail to indemnify provide the Trust Fund against such taxinformation required pursuant to Section 6.01(l) or (m) or Section 9.25 hereof, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may Master Servicer shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the successor trustee. Master Servicer, the Swap Counterparty and any NIMS Insurer. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time remove upon 30 days’ written notice to the Trustee and the Depositor shall appoint a successor trustee remove the Trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneys-in-attorney in fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the Trustee so removed and one complete set copy to the Master Servicer, the Swap Counterparty and any NIMS Insurer; the Depositor shall thereupon appoint a successor so appointed. Notice of any removal of the Trustee shall be given trustee in accordance with this Section mutually acceptable to the NIMs Insurer Depositor and each Rating Agency by the successor trustee. Master Servicer and any NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Swap Counterparty and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs resigning Trustee, one copy to the successor trustee, one copy to the Certificate Insurer in accordance with Section 8.09 and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer, the Swap Counterparty and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating, or (Cv) the Trustee fails shall fail to indemnify provide the Trust Fund against such taxinformation required pursuant to Section 6.01(l) or (m) or Section 9.25 hereof, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer Master Servicer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 acceptable to any NIMS Insurer and the Master Servicer by written instrument, one copy of which instrument shall be delivered to each of the Trustee so removed, the successor trustee, the Master Servicer, the Certificate Insurer, the Swap Counterparty and any NIMS Insurer. (c) The Holders of more than 50% of the Class Principal Amount (or instruments, Percentage Interest) of each Class of Certificates (or any NIMS Insurer in triplicatethe 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 by such written instrument, signed by such Holders or their attorneys-in-attorney in fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by to each of the Depositor, the Trustee, the Master Servicer, the Certificate Insurer, the Swap Counterparty and any NIMS Insurer; and the Depositor shall thereupon appoint a successor Trustee trustee in accordance with this Section mutually acceptable to the ServicerDepositor, one complete set to the Trustee so removed Master Servicer and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, the NIMs Insurer Depositor and the Securities Administrator Class A Certificate Insurer by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register and each Rating Agency, not less than 60 sixty (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 NIMs Insurer and the Class A Certificate Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor Depositor, the NIMs Insurer or the NIMs Class A Certificate Insurer or (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Trustee and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer and the Class A Certificate Insurer, or the NIMs 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 (acceptable to the Class A Certificate Insurer) by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer or the Class A Certificate Insurer), one complete set of which instruments shall be delivered by the successor Trustee trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer, the Class A Certificate Insurer and to each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the DepositorNMI, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and which shall be effective sixty (260) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving receipt of such notice unless NMI and the Trustee agree otherwise. (b) The Trustee may be removed by NMI on sixty (60) days written notice or resignationupon shorter notice accepted by the Trustee. However, upon a Change of Control or Change in Financial Condition, as defined in Section 15 herein, the resigning Trustee may petition any not be removed by NMI unless a majority of the persons who are then Participants agree to the removal. (c) If the Trustee resigns after a Change of Control or Change in Financial Condition, as defined in Section 15 herein, NMI shall apply to a court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or (ii) the Trustee shall become incapable of actingfor instructions, or shall be adjudged as bankrupt or insolvent, or unless a receiver majority 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 (iii)(A) a tax is imposed with respect persons who are then Participants and NMI agree to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment selection of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized . (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any d) Upon resignation or removal of the Trustee and appointment of a successor trustee pursuant trustee, all assets shall subsequently be transferred to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereoftrustee. The transfer shall be completed within one hundred twenty (120) days after receipt of notice of resignation, removal or transfer, unless NMI extends the time limit. (e) If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator Trustee resigns or is removed hereunderremoved, a successor shall be appointed, in accordance with Section 12 hereof, by the effective date of resignation or removal under paragraphs (a) or (b) of this Section. If no such appointment has been made, the Master Servicer 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 likewise be terminated allowed as master servicer hereunderadministrative expenses of the Trust.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, the NIMs Insurer Depositor and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register and each Rating Agency, not less than 60 sixty (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 NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or Insurer, (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 (iii)(A) a tax is imposed with respect to the Trust Fund Issuing Entity by any state in which the Trustee or the Trust Fund Issuing Entity is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund Issuing Entity against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder, may at any time remove the Trustee and the Depositor shall appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicer, the NIMs any NIMS Insurer and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee and meeting one copy to the qualifications set forth in Section 8.07successor trustee, the Master Servicer and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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, or (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating or (Cv) the Depositor desires to replace the Trustee fails with a successor Trustee, which successor is willing to indemnify sign the Trust Fund against such taxForm 10-K Certification, then the Depositor Depositor, the Master Servicer or the NIMs any NIMS Insurer may shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the successor trustee. Master Servicer and any NIMS Insurer. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee and the Depositor shall appoint a successor trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneys-in-attorney in fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the Trustee so removed and Trustee, one complete set copy each to the successor so appointed. Notice of Master Servicer and any removal of NIMS Insurer; the Trustee Depositor shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of thereupon appoint a successor trustee pursuant to any of the provisions of in accordance with this Section 8.08 shall become effective upon acceptance of appointment by mutually acceptable to the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunderDepositor, the Master Servicer shall likewise be terminated as master servicer hereunderand any NIMS Insurer.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by (1i) giving written notice of resignation to the Depositor, the Servicer, the NIMs Insurer Depositor and the Securities Administrator Certificate Registrar (if other than the Trustee), and each Rating Agency and by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register and each Rating AgencyRegister, not less than 60 days before the date specified in such notice when, subject to Section 8.09SECTION 7.08, such resignation is to take effect, and (2ii) acceptance of appointment by a successor trustee acceptable to appointed by the NIMs Insurer Depositor in accordance with Section 8.09 and SECTION 7.08 meeting the qualifications set forth in Section 8.07SECTION 7.06. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time . (b) Upon the occurrence of a Trustee Termination Event which has not been cured or waived, (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or (ii) the Trustee shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or Certificateholders holding a receiver majority of the Trustee or of its property shall be appointed, or any public officer shall take charge or control aggregate principal amount of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer Certificates may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicateduplicate, executed by a Responsible Officer of the Depositor or by such Certificateholders (or their attorneys-in-fact duly authorized), as appropriate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Trustee so removed and one copy of which shall be delivered to the successor trustee. The Holders evidencing , or (ii) any Certificateholder who has been a bona fide Certificateholder 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 of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs Insurer upon failure removal of the Trustee to perform its obligations hereunder and the appointment of a successor trustee. Such court may at any time thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee, which removal and appointment shall become effective upon acceptance of appointment by the Depositor successor trustee as provided in SECTION 7.08. The successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed by the Certificateholders as provided below within one year from the date of appointment by such court. (c) Holders of Certificates evidencing, in the aggregate, not less than a majority of the aggregate principal amount of the Certificates, may at any time, upon the payment to the Trustee of all fees, costs and expenses (including, without limitation, costs and expenses incurred by the Trustee in connection with its removal and the transfer of its duties hereunder to a successor Trustee), remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneysattorney-in-fact duly authorized (or by the NIMs Insurer)authorized, one complete set of which instrument or instruments shall be delivered by the successor Trustee to the ServicerDepositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee and acceptance of appointment by the successor trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. . (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunderSECTION 7.08.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice thereof to the Guarantor, the Depositor, the Master Servicer and the Certificateholders. Upon receiving such notice of resignation resignation, the Guarantor shall promptly appoint a successor Trustee (reasonably acceptable to the Depositor) by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee and to the successor Trustee and to the Holders of Certificates entitled to at least 51% of the Voting Rights. A copy of such instrument shall be delivered to the Depositor, the ServicerCertificateholders, the NIMs Insurer Trustee and the Securities Administrator Master Servicer by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07Guarantor. If no successor trustee Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 8.06 hereof and shall fail to resign after written request thereto by the Depositor Depositor, or the NIMs Insurer or Guarantor (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor Depositor, the Guarantor or the NIMs Insurer Master Servicer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Master Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes each Class of Certificates, with the consent of the NIMs InsurerGuarantor, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer)authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, Master Servicer one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trusteeSuccessor Trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 8.08 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Swap Counterparty, the Master Servicer and the Securities Administrator by mailing Certificate Insurer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee, one copy to the successor trustee and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer, the Certificate Insurer, the Swap Counterparty and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating (in the appointment case of a different trustee the Class WF-3-1, Class WF-4-1 and Class WF-6-1 Certificates, determined without regard to the Certificate Insurance Policy) or (Cv) the Trustee fails shall fail to indemnify deliver the Trust Fund against such taxinformation or reports required pursuant to Section 6.01(k) through (n) hereto, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may Master Servicer shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the Master Servicer, the Swap Counterparty, the Certificate Insurer and any NIMS Insurer; provided, however, that if the 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 Depositor in providing for a successor trustee. Trustee. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time upon 30 days’ written notice to the Trustee, the Certificate Insurer and the Depositor remove the Trustee and the Depositor shall appoint a successor trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the the Certificate Insurer, one copy to the Trustee so removed and one complete set copy to the Master Servicer, the Swap Counterparty and any NIMS Insurer; the Depositor shall thereupon appoint a successor so appointed. Notice of any removal of the Trustee shall be given trustee in accordance with this Section mutually acceptable to the NIMs Insurer Depositor and each Rating Agency by the successor trustee. Master Servicer and any NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Swap Counterparty and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs Insurer in accordance with Section 8.09 resigning Trustee, one copy to the successor trustee and meeting one copy to each of the qualifications set forth in Section 8.07Master Servicer, the Swap Counterparty and any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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 (iii)(Aiii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Biv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating or (Cv) the Trustee fails shall fail to indemnify the Trust Fund against such taxprovide any information, reports, assessments or attestations required pursuant to Subsections 6.01(k) or Section 9.25 hereof, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may Master Servicer shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the successor trustee. Master Servicer, the Swap Counterparty and any NIMS Insurer. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time remove upon 30 days’ written notice to the Trustee and the Depositor shall appoint a successor trustee remove the Trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the Trustee so removed and one complete set copy to the Master Servicer, the Swap Counterparty and any NIMS Insurer; the Depositor shall thereupon appoint a successor so appointed. Notice of any removal of the Trustee shall be given trustee in accordance with this Section mutually acceptable to the NIMs Insurer Depositor and each Rating Agency by the successor trustee. Master Servicer and any NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register Master Servicer and each Rating Agency, Agency not less than 60 days before the date specified in such notice when, subject to Section 8.098.08, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and 8.08 meeting the qualifications set forth in Section 8.078.06. 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 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 (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. 103 If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 8.06 hereof and shall fail to resign after written request thereto by the Depositor NIM Insurer or the NIMs Insurer or Depositor, (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then or (iv) during the period that the Depositor is required 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 7.01, 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), then, in the case of clauses (i) through (iii), the Depositor, the NIM Insurer or the NIMs Insurer Master Servicer, and in the case of clause (iv), the Depositor, may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee trustee, reasonably acceptable to the NIM Insurer, by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Master Servicer, one copy of which shall be delivered to the NIM Insurer and one copy of which shall be delivered to the successor trustee. The Holders evidencing of Certificates entitled to at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, instruments signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer)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 so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder8.08.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, Servicer and the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or Insurer, (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 (iii)(Aiii) (A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer NIMs Insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trusteeSuccessor Trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, Servicer and the NIMs NIMS Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs NIMS Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or NIMS Insurer, (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs NIMS Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer Insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs NIMS Insurer, or the NIMs NIMS 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs NIMS Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs NIMS Insurer and each Rating Agency by the successor trusteeSuccessor Trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set trustee to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, the NIMs Insurer and the Securities Certificate Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Certificate Administrator and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Depositor, the Servicer, Depositor and the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. 100 If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 hereof and shall fail to resign after written request thereto by the Depositor or the NIMs Insurer or Insurer, (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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such tax, then the Depositor or the NIMs Insurer may remove the Trustee and the Depositor with the consent of the NIMS insurer NIMs Insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing at least 51% of the Voting Rights of all Classes of Certificates, with the consent of the NIMs Insurer, or the NIMs 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 by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete set of which instruments shall be delivered by the successor Trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trusteeSuccessor Trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by (1) giving written notice of resignation thereof to the Depositor, the Servicerany NIMS Insurer, the NIMs Insurer Certificate Insurer, the Swap Counterparty, the Cap Counterparty and the Securities Administrator by mailing Master Servicer. Upon receiving such notice of resignation by first class mailresignation, postage prepaid, to the Certificateholders at their 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 8.09, such resignation is to take effect, and (2) acceptance of appointment by Depositor will promptly appoint a successor trustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the NIMs resigning Trustee, one copy to the successor trustee and one copy to each of the Master Servicer, the Swap Counterparty, the Cap Counterparty, the Certificate Insurer in accordance with Section 8.09 and meeting the qualifications set forth in Section 8.07any 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 or 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 8.07 hereof 6.05 and shall fail to resign after written request thereto therefor by the Depositor or the NIMs Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged as 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) the Trustee shall fail to observe or perform in any material respect any of the covenants or agreements of the Trustee contained in this Agreement, (iii)(Aiv) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, (Bv) the imposition continued use of such tax the Trustee would be avoided result in a downgrading of the rating by the appointment any Rating Agency of any Class of Certificates with a different trustee and rating or (Cvi) the Trustee fails shall fail to indemnify deliver the Trust Fund against such taxinformation or reports required pursuant to Section 6.01(k) through (n) hereto, then the Depositor Depositor, any NIMS Insurer or the NIMs Insurer may Master Servicer shall remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee acceptable to any NIMS Insurer and the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the TrusteeTrustee so removed, one copy of which shall be delivered each to the Securities Administrator successor trustee and one copy of which shall be delivered to the Master Servicer, the Swap Counterparty, the Cap Counterparty, the Certificate Insurer and any NIMS Insurer; provided, however, that if the 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 Depositor in providing for a successor trustee. Trustee. (c) The Holders evidencing at least 51of more than 50% of the Voting Rights Class Principal Amount (or Percentage Interest) of all Classes each Class of Certificates, with Certificates (or any NIMS Insurer in the consent event of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder hereunder) may at any time remove upon 30 days’ written notice to the Trustee and the Depositor shall appoint a successor trustee remove the Trustee by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorneysattorney-in-fact duly authorized (or by the NIMs any NIMS Insurer), one complete set copy of which instruments instrument shall be delivered by the successor Trustee to the ServicerDepositor, one complete set copy to the Trustee so removed and one complete set copy to each of the Master Servicer, the Swap Counterparty, the Cap Counterparty, the Certificate Insurer and any NIMS Insurer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the successor so appointed. Notice of Depositor and the Master Servicer and any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. NIMS Insurer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 shall become effective upon (i) the payment of all unpaid amounts owed to the Trustee and (ii) the acceptance of appointment by the successor trustee as provided in Section 8.09 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder6.07.

Resignation and Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by (1) giving written notice of resignation to the Guarantor, the Depositor, the Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register Master Servicer and each Rating Agency, Agency not less than 60 days before the date specified in such notice when, subject to Section 8.098.08, such resignation is to take effect, and (2) acceptance of appointment by a successor trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and 8.08 meeting the qualifications set forth in Section 8.078.06. Upon receiving such notice of resignation, the Guarantor shall promptly appoint a successor trustee (reasonably acceptable to the Depositor and the Master Servicer) by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee and to the successor Trustee and to the Holders of Certificates entitled to at least 51% of the Voting Rights. A copy of such instrument shall be delivered to the Depositor, the Certificateholders, the Trustee and the Master Servicer by the Guarantor. 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 or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 8.06 hereof and shall fail to resign after written request thereto by the Depositor Guarantor or the NIMs Insurer Depositor, or (ii) if 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 (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located, (B) located and the imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the Trust Fund against such taxtrustee, then the Depositor Depositor, the Guarantor or the NIMs Insurer Master Servicer may remove the Trustee and the Depositor with the consent of the NIMS insurer shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee, one copy of which shall be delivered to the Securities Administrator Master Servicer and one copy of which shall be delivered to the successor trustee. The Holders evidencing of Certificates entitled to at least 51% of the Voting Rights of all Classes each Class of Certificates, with the consent of the NIMs Insurer, or the NIMs Insurer upon failure of the Trustee to perform its obligations hereunder Guarantor may at any time remove the Trustee and the Depositor shall appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized (or by the NIMs Insurer)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 so appointed. Notice of any removal of the Trustee shall be given to the NIMs Insurer and each Rating Agency by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.08 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.09 8.08 hereof. If the Securities Administrator and the Master Servicer are the same Person, then at any time the Securities Administrator resigns or is removed hereunder, the Master Servicer shall likewise be terminated as master servicer hereunder.