Common use of Resignation and Removal of Trustee Clause in Contracts

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (v) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 9.25(a) and (b) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trustee, then the Depositor or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy each to the successor trustee and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof of resignation to the Depositor and Depositor, the Master Servicer. Upon receiving Servicer and each Rating Agency not less than 60 days before the date specified in such notice of resignationwhen, the Depositor will promptly appoint subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee, one copy of which instrument shall be delivered to trustee in accordance with Section 8.08 meeting the resigning Trustee, one copy to the successor trustee and one copy to the Master Servicerqualifications set forth in Section 8.06. If no successor trustee meeting such qualifications shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 8.06 and shall fail to resign after written request therefor thereto by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a 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, (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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held is located and the imposition of such tax would be avoided by the Trustee appointment of a different trustee, or (iv) during the period that the Depositor is locatedrequired to file Exchange Act Reports with respect to the Trust Fund, (v) the continued use of the Trustee would result fails to comply with its obligations under the last sentence of Section 7.01, the preceding paragraph, Section 8.09 or Article XI and such failure is not remedied within the lesser of 10 calendar days or such period in a downgrading which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of the rating by any Rating Agency of any Class of Certificates with a ratingclauses (i) through (iii), (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 9.25(a) and (b) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trustee, then the Depositor or the Master Servicer shall Servicer, or in the case of clause (iv), the Depositor, may remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee so removedTrustee, one copy each of which shall be delivered to the successor trustee Master Servicer and one copy to the Master Servicer. (c) successor trustee. The Holders of more than 50Certificates entitled to at least 51% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates Voting Rights may at any time upon 30 days’ written notice to remove the Trustee and to the Depositor remove the Trustee appoint a successor trustee by such written instrumentinstrument or instruments, in triplicate, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one copy complete set of which instrument instruments shall be delivered by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed, one complete set to the successor so appointed and one complete set to the Depositor, one copy to together with a written description of the basis for such removal. Notice of any removal of the Trustee and one copy shall be given to each Rating Agency by the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer. (d) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.078.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof of resignation to the Depositor and Depositor, the Master Servicer. Upon receiving Servicer and each Rating Agency not less than 60 days before the date specified in such notice of resignationwhen, the Depositor will promptly appoint subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee, one copy of which instrument shall be delivered to trustee in accordance with Section 8.08 meeting the resigning Trustee, one copy to the successor trustee and one copy to the Master Servicerqualifications set forth in Section 8.06. If no successor trustee meeting such qualifications shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. . As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Trustee shall provide (bx) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 8.06 hereof and shall fail to resign after written request therefor thereto by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a 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, (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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (ivliquidation,(iii) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held is located and the imposition of such tax would be avoided by the Trustee appointment of a different trustee or (iv) during the period that the Depositor is locatedrequired to file Exchange Act Reports with respect to the Trust Fund, (v) the continued use of the Trustee would result fails to comply with its obligations under the last sentence of Section 7.01, the preceding paragraph, Section 8.09 or Article XI and such failure is not remedied within the lesser of 10 calendar days or such period in a downgrading which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of the rating by any Rating Agency of any Class of Certificates with a ratingclauses (i) through (iii), (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 9.25(a) and (b) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trustee, then the Depositor or the Master Servicer shall Servicer, or in the case of clause (iv), the Depositor, may remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee so removedTrustee, one copy each of which shall be delivered to the successor trustee Master Servicer and one copy to the Master Servicer. (c) successor trustee. The Holders of more than 50Certificates entitled to at least 51% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates Voting Rights may at any time upon 30 days’ written notice to remove the Trustee and to the Depositor remove the Trustee appoint a successor trustee by such written instrumentinstrument or instruments, in triplicate, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one copy complete set of which instrument instruments shall be delivered by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed, one complete set to the successor so appointed and one complete set to the Depositor, one copy to together with a written description of the basis of such removal. Notice of any removal of the Trustee and one copy shall be given to each Rating Agency by the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer. (d) trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.078.08 hereof.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Depositor, any NIMS Insurer and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee acceptable to any NIMS Insurer 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 ServicerServicer 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 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 6.05 and shall fail to resign after written request therefor by the DepositorDepositor or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (viv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, rating or (viv) the Paying Agent Trustee shall fail to provide the information required pursuant to Sections 9.25(aSection 6.01(l) and (b) hereof or (viim) the Depositor desires to replace the Trustee with a successor Trusteeor Section 9.25 hereof, then the Depositor Depositor, any NIMS Insurer or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, 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 the Trustee so removed, one copy each to the successor trustee and one copy to the Master ServicerServicer and any NIMS Insurer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-attorney in fact duly authorizedauthorized (or by any NIMS Insurer), one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and one copy to the Master ServicerServicer and any NIMS Insurer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master ServicerServicer 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 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 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Depositor, the Cap Counterparty and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (v) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 9.25(a) and (b) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trustee, then the Depositor or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy each to the successor trustee and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Depositor, any Cap Counterparty and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (v) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 3.08, 9.25(a) and (b9.25(b) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trustee, then the Depositor or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy each to the successor trustee and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Depositor, the Swap Counterparty, the Cap Counterparty, any NIMS Insurer and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee acceptable to any NIMS Insurer 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 ServicerServicer 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 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 6.05 and shall fail to resign after written request therefor by the DepositorDepositor or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (v) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 9.25(a) and (bSubsection 3.08(b) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trusteetrustee, then the Depositor or Depositor, the Master Servicer or any NIMS Insurer shall remove the Trustee or the Paying Agent, as applicable, 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 the Trustee so removed, one copy each to the successor trustee and one copy to each of the Master ServicerServicer and any NIMS Insurer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorizedauthorized (or by any NIMS Insurer), one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and Trustee, one copy each to the Master ServicerServicer and any NIMS Insurer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and Depositor, the Master ServicerServicer 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 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Depositor, and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee trustee, and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the DepositorDepositor , (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (viv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (viv) the Paying Agent Trustee shall fail to provide deliver the information or reports required pursuant to Sections 9.25(a6.01(l) and through (bo) hereof hereto or (viivi) the Depositor desires to replace the Trustee with a successor Trusteetrustee, then the Depositor or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy each to the successor trustee and one copy to the Master Servicer; provided, however, that if the Trustee is removed for the failure to provide the accountant’s attestation pursuant to Section 6.01(m) 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. (c) The Holders of more than 50% of the Class Principal Amount (or Class Notional Amount or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 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 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Depositor, the Certificate Insurer, any NIMS Insurer, the Group 1 Swap Counterparty, the Group 1 Cap Counterparty, the Balance Guaranteed Cap Counterparty, the Group 2 Cap Counterparty and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee acceptable to any NIMS Insurer 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, the Certificate Insurer, the Group 1 Swap Counterparty, the Group 1 Cap Counterparty, the Balance Guaranteed Cap Counterparty, the Group 2 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 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 6.05 and shall fail to resign after written request therefor by the DepositorDepositor or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (v) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, rating or (vi) the Paying Agent Trustee shall fail to provide deliver the information or reports required pursuant to Sections 9.25(aSection 6.01(k) and through (bn) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trusteehereto, then the Depositor Depositor, any NIMS Insurer or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, 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 the Trustee so removed, one copy each to the successor trustee and one copy to the Master Servicer, the Certificate Insurer, the Group 1 Swap Counterparty, the Group 1 Cap Counterparty, the Balance Guaranteed Cap Counterparty, the Group 2 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. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorizedauthorized (or by any NIMS Insurer), one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and one copy to each of the Master Servicer, the Certificate Insurer, the Group 1 Swap Counterparty, the Group 1 Cap Counterparty, the Balance Guaranteed Cap Counterparty, the Group 2 Cap Counterparty and any NIMS Insurer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master ServicerServicer 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 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 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Trustee, the Depositor, any NIMS Insurer and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee trustee, and one copy to each of the Master ServicerServicer 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 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 6.05 and shall fail to resign after written request therefor by the DepositorDepositor or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (viv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (viv) the Paying Agent Trustee shall fail to provide the information any information, reports, assessments or attestations required pursuant to Sections 9.25(aSubsection 6.01(l) and (b) or Section 9.25 hereof or (viivi) the Depositor desires to replace the Trustee with a successor Trusteetrustee, then the Depositor or the Master Servicer any NIMS Insurer shall remove the Trustee or the Paying Agent, as applicable, 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 the Trustee so removed, one copy each to the successor trustee and one copy to the Master ServicerServicer and any NIMS Insurer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorizedauthorized (or by any NIMS Insurer), one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and Trustee, one copy each to the Master ServicerServicer and any NIMS Insurer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and Depositor, the Master ServicerServicer 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 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 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Depositor, any NIMS Insurer and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee acceptable to any NIMS Insurer 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 ServicerServicer 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 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 6.05 and shall fail to resign after written request therefor by the DepositorDepositor or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (viv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, rating or (viv) the Paying Agent Trustee shall fail to provide the information required pursuant to Sections 9.25(aSection 6.01(l) and (b) hereof or (viim) the Depositor desires to replace the Trustee with a successor Trusteeor Section 9.25 hereof, then the Depositor Depositor, any NIMS Insurer or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, 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, one copy each to the successor trustee and one copy to trustee, the Master ServicerServicer and any NIMS Insurer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-attorney in fact duly authorizedauthorized (or by any NIMS Insurer), one copy of which instrument shall be delivered to each of the Depositor, one copy to the Trustee and one copy to Trustee, the Master ServicerServicer and any NIMS Insurer; and the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and Depositor, the Master ServicerServicer 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 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 6.07.

Resignation and Removal of Trustee. (a) The Trustee may resign as to all or any of the subclasses of the Notes at any time without cause by giving at least 90 days’ prior written notice to the Issuer, the Policy Provider, the Initial Primary Liquidity Facility Provider the Administrative Agent, the Cash Manager, the Servicer and the Holders, such resignation to be effective only upon the acceptance of the appointment by a successor Trustee. Holders of a majority of the Outstanding Principal Balance of any subclass of the Notes (or, with respect to any subclass of Class G Notes, either the Policy Provider or the Initial Primary Liquidity Facility Provider, as applicable, so long as it is the Controlling Party) may at any time resign and be discharged from remove the trust hereby created Trustee as to such subclass without cause by giving written notice thereof to the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, one copy of which an instrument shall be in writing delivered to the resigning Issuer, the Administrative Agent, the Cash Manager, the Servicer, the Security Trustee, one copy the Senior Trustee and the Trustee being removed, such removal to be effective only upon the acceptance of the appointment by a successor trustee and one copy to the Master ServicerTrustee. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignationIn addition, the resigning Trustee Issuer may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) remove the Trustee shall cease as to be eligible in accordance any of the subclasses of the Notes if: (a) if this Indenture has been qualified under the TIA, such Trustee fails to comply with Section 310 of the provisions of Section 6.05 and shall fail to resign TIA after written request therefor by the DepositorIssuer or a Holder of the related subclass who has been a bona fide Holder for at least six months, (iib) the such Trustee shall become incapable of actingfails to comply with Section 7.02(c), or shall be (c) such Trustee is adjudged a bankrupt or an insolvent, or (d) a receiver of the Trustee of its property shall be appointed, or any public officer shall take takes charge or control of the such Trustee or of its property or affairs for the purpose (e) such Trustee becomes incapable of rehabilitation, conservation or liquidation, (iii) acting. References to the Trustee shall fail in this Indenture include any successor Trustee as to observe all or perform in any material respect any of the covenants or agreements subclasses of the Trustee contained in this Agreement, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (v) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 9.25(a) and (b) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trustee, then the Depositor or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy each to the successor trustee and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee Notes appointed in accordance with this Section mutually acceptable to the Depositor and the Master ServicerArticle VII. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee 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 the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 11.5 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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 (v) the continued use of the Trustee would result in a downgrading downgrading, withdrawal or qualification of the rating by any Rating Agency of any Class of Certificates with a rating, (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 9.25(a) and (b) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trustee, then the Depositor or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removedTrustee, one copy each to the successor trustee and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) a Majority in Interest of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and one copy to the Master Servicer; the . The Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.0711.7.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Depositor, the Certificate Insurer, any NIMS Insurer and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee acceptable to the Certificate Insurer and any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee trustee, one copy to the Certificate Insurer and one copy to each of the Master ServicerServicer 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 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 6.05 and shall fail to resign after written request therefor by the Depositor, the Certificate Insurer or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (viv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a ratingrating (with respect to the Class 1-A3B Certificates, without giving effect to the Certificate Insurance Policy) or (viv) the Paying Agent Trustee shall fail to provide the information required pursuant to Sections 9.25(aSection 6.01(l) and (b) hereof or (viim) the Depositor desires to replace the Trustee with a successor Trusteeor Section 9.25 hereof, then the Depositor Depositor, any NIMS Insurer, the Certificate Insurer or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to any NIMS Insurer, the Certificate Insurer and the Master Servicer by written instrument, one copy of which instrument shall be delivered to each of the Trustee so removed, one copy each to the successor trustee and one copy to trustee, the Certificate Insurer, the Master ServicerServicer and any NIMS Insurer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-attorney in fact duly authorizedauthorized (or by any NIMS Insurer), one copy of which instrument shall be delivered to each of the Depositor, one copy to the Trustee and one copy to Trustee, the Certificate Insurer, the Master ServicerServicer and any NIMS Insurer; and the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and Depositor, the Master Servicer, the Certificate Insurer 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 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 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (v) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 9.25(a) and (b) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trustee, then the Depositor or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy each to the successor trustee and one copy to the Master Servicer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee 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 the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its their property shall be appointed, or any public officer shall take charge or control of the Trustee or of its their 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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 (viv) the continued use of the Trustee would result in a downgrading of the rating by any the Rating Agency Agencies of any Class of Certificates with a rating, rating or (viv) the Paying Agent Trustee shall fail to provide deliver the information or reports required pursuant to Sections 9.25(a6.01(j) and through (bm) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trusteehereto, then the Depositor or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy each to the successor trustee and one copy to the Master Servicer; provided, however, that if the Trustee is removed for the failure to provide the accountant’s attestation pursuant to Section 6.01(k) 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. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage InterestClass Notional Amount) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee so removed and one copy to the Master Servicer; the Depositor shall thereupon use its best efforts to appoint a mutually acceptable successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master ServicerSection. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon payment of all unpaid amounts owed to the Trustee and acceptance of appointment by the successor trustee trustee, as provided in Section 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor and Depositor, the Master ServicerServicers, the Special Servicer and all the Serviced Non-Trust Mortgage Loan Noteholders and to all Certificateholders at their respective addresses set forth in the Certificate Register. Upon receiving such notice of resignation, the Depositor will Master Servicer No. 1 shall promptly appoint a successor trusteetrustee meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, one copy of in duplicate, which instrument shall be delivered to the resigning Trustee, one copy Trustee and to the successor trustee and one trustee. A copy of such instrument shall be delivered to the Depositor, Master Servicer No. 2, the Special Servicer, the Serviced Non-Trust Mortgage Loan Noteholders and the Certificateholders by Master Servicer No. 1. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 8.06 and shall fail to resign after written request therefor by the DepositorDepositor or a Master Servicer, (ii) or if at any time the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) or if the Trustee shall fail (other than by reason of the failure of either a Master Servicer or the Special Servicer to observe timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days, or if the Trustee shall fail (other than by reason of the failure of a Master Servicer, the Special Servicer or the Depositor to timely perform in any material respect its obligations hereunder or as a result of other circumstances beyond the Trustee's reasonable control) to timely perform any of its obligations set forth in Section 3.13, Section 3.14 or Section 8.15(a) and such failure adversely affects the covenants Depositor's ability to use or agreements file a registration statement on Form S-3 for purposes of publicly offering commercial mortgage-backed securities, or if the Trustee contained in this Agreement, including any failure fails to provide the information, reports, assessments or attestations make distributions required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (v) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 9.25(a) and (b) hereof or (vii) the Depositor desires to replace the Trustee with a successor TrusteeSection 4.01, then the Depositor or the Master Servicer shall may remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee Trustee if necessary, acceptable to the Master Servicer Servicers and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event with respect to any Class of Certificates) by written instrument, one copy of in duplicate, which instrument shall be delivered to the Trustee so removed, one copy each removed and to the successor trustee and one trustee. A copy of such instrument shall be delivered to the Master Servicers, the Special Servicer, the Serviced Non-Trust Mortgage Loan Noteholders and the Certificateholders by the Depositor. (c) The Holders of more than 50Certificates entitled to at least 51% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates Voting Rights may at any time upon 30 days’ written notice to remove the Trustee and to the Depositor remove the Trustee appoint a successor trustee by such written instrumentinstrument or instruments, in triplicate, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of which such instrument shall be delivered to the Depositor, one copy the Master Servicers, the Special Servicer, the Serviced Non-Trust Mortgage Loan Noteholders and the remaining Certificateholders by the successor trustee so appointed. (d) In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's rights and obligations under this Agreement and in and to the Trust Mortgage Loans and the Serviced Non-Trust Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, 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 one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicerany corresponding Fiscal Agent). (de) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.07 shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 6.078.08.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Depositor, the Swap Counterparty, the Cap Counterparty, any NIMS Insurer and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee trustee, and one copy to each of the Master ServicerServicer 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 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 6.05 and shall fail to resign after written request therefor by the DepositorDepositor or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee of or 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (viv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (v) the Trustee (or the Paying Agent) shall fail to deliver the information or reports, assessments or attestations required pursuant to Sections 6.01(l) through (o) or (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 9.25(a) and (bSubsection 3.08(b) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trusteetrustee, then the Depositor or Depositor, the Master Servicer or any NIMS Insurer shall remove the Trustee or the Paying Agent, as applicable, 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 the Trustee so removed, one copy each to the successor trustee trustee, and one copy to each of the Master ServicerServicer 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(m) 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. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorizedauthorized (or by any NIMS Insurer), one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and Trustee, one copy each to the Master ServicerServicer and any NIMS Insurer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and Depositor, the Master ServicerServicer 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 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 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust trusts hereby created by (1) giving written notice thereof of resignation to the Depositor and the Master Servicer. Upon receiving Servicers 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 resignation, the Depositor will promptly appoint appointment by a successor trustee, one copy of which instrument shall be delivered to trustee in accordance with Section 8.09 and meeting the resigning Trustee, one copy to the successor trustee and one copy to the Master Servicerqualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) . If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 8.07 hereof and shall fail to resign after written request therefor thereto by the Depositor, Depositor or (ii) the Trustee shall become incapable of acting, or shall be adjudged a 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, (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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iviii)(A) 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, (vB) the continued use imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee would result in a downgrading of fails to indemnify the rating by any Rating Agency of any Class of Certificates with a ratingTrust Fund against such tax, or (viiv) the Paying Agent shall fail Trustee fails to provide the information required pursuant to Sections 9.25(a) and (b) hereof or (vii) the Depositor desires to replace the Trustee timely comply with a successor TrusteeArticle XI hereof, then the Depositor or the Master Servicer shall may remove the Trustee or the Paying Agent, as applicableTrustee, and the Depositor shall promptly appoint a successor trustee acceptable to the Master Servicer by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed, and one copy each of which shall be delivered to the successor trustee and one copy to the Master Servicer. (c) trustee. The Holders of more than 50evidencing at least 51% of the Class Principal Amount (or Percentage Interest) Voting Rights of each Class all Classes of Certificates may at any time upon 30 days’ written notice to remove the Trustee Trustee, and to the Depositor remove the Trustee shall appoint a successor trustee by such written instrumentinstrument or instruments, in triplicate, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one copy complete set of which instrument instruments shall be delivered by the successor Trustee to the DepositorServicer, one copy complete set to the Trustee so removed and one copy complete set to the Master Servicer; successor so appointed. Notice of any removal of the Depositor Trustee shall thereupon appoint a be given to each Rating Agency by the successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer. (d) 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 6.078.09 hereof.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Trustee, the Depositor, any NIMS Insurer and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee trustee, and one copy to each of the Master ServicerServicer 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 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 6.05 and shall fail to resign after written request therefor by the DepositorDepositor or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (viv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (viv) the Paying Agent Trustee shall fail to provide the information any information, reports, assessments or attestations required pursuant to Sections 9.25(aSubsection 6.01(l) or Section 9.25 and (bm) hereof or (viivi) the Depositor desires to replace the Trustee with a successor Trusteetrustee, then the Depositor or the Master Servicer any NIMS Insurer shall remove the Trustee or the Paying Agent, as applicable, 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 the Trustee so removed, one copy each to the successor trustee and one copy to the Master ServicerServicer and any NIMS Insurer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorizedauthorized (or by any NIMS Insurer), one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and Trustee, one copy each to the Master ServicerServicer and any NIMS Insurer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and Depositor, the Master ServicerServicer 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 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 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Depositor, the Swap Counterparty, any NIMS Insurer and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee acceptable to any NIMS Insurer by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee trustee, and one copy to each of the Master ServicerServicer 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 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 6.05 and shall fail to resign after written request therefor by the DepositorDepositor or any NIMS Insurer, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee of or 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (viv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (v) the Trustee (or the Paying Agent) shall fail to observe or perform in any material respect any of the covenants or agreements of the Trustee (or the Paying Agent) contained in this Agreement, including any failure to deliver the information or reports, assessments or attestations required pursuant to Subsections 9.25(a) or 9.25(b) hereof or (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 9.25(a) and (bSubsection 3.08(b) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trusteetrustee, then the Depositor or Depositor, the Master Servicer or any NIMS Insurer shall remove the Trustee or the Paying Agent, as applicable, 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 the Trustee so removed, one copy each to the successor trustee trustee, and one copy to each of the Master ServicerServicer and any NIMS Insurer. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorizedauthorized (or by any NIMS Insurer), one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and Trustee, one copy each to the Master ServicerServicer and any NIMS Insurer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and Depositor, the Master ServicerServicer 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 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 6.07. (e) The Depositor shall give written notice to the Rating Agency of any resignation or removal of the Trustee pursuant to Section 6.06.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Depositor, and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee trustee, and one copy to the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the DepositorDepositor , (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (viv) the continued use of the Trustee would result in a downgrading of the rating by any Rating Agency of any Class of Certificates with a rating, (viv) the Paying Agent Trustee shall fail to provide deliver the information or reports required pursuant to Sections 9.25(a6.01(l) and through (bo) hereof hereto or (viivi) the Depositor desires to replace the Trustee with a successor Trusteetrustee, then the Depositor or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy each to the successor trustee and one copy to the Master Servicer; provided, however, that if the Trustee is removed for the failure to provide the accountant’s attestation pursuant to Section 6.01(m) 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. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 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 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee 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 the Master Servicer. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its their property shall be appointed, or any public officer shall take charge or control of the Trustee or of its their 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (viv) the continued use of the Trustee would result in a downgrading of the rating by any the Rating Agency Agencies of any Class of Certificates with a rating, or (viv) the Paying Agent Trustee shall fail to provide deliver the information or reports required pursuant to Sections 9.25(a6.01(j) and through (bm) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trusteehereto, then the Depositor or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy each to the successor trustee and one copy to the Master Servicer; provided, however, that if the Trustee is removed for the failure to provide the accountant’s attestation pursuant to Section 6.01(k) 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. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage InterestClass Notional Amount) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee so removed and one copy to the Master Servicer; the Depositor shall thereupon use its best efforts to appoint a mutually acceptable successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master ServicerSection. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon payment of all unpaid amounts owed to the Trustee and acceptance of appointment by the successor trustee trustee, as provided in Section 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor Trustee, the Depositor, the Rating Agencies, the Swap Counterparty and the Master Servicer. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trusteetrustee by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee trustee, one copy to each of the Rating Agencies and one copy to each of the Master ServicerServicer and the Swap Counterparty. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iv) 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, (iv) the Trustee shall fail to provide the information required pursuant to Subsection 6.01 (l), (v) the continued use of the Trustee would result in a downgrading of the rating by any the Rating Agency Agencies of any Class of Certificates with a rating, rating or (vi) the Paying Agent Trustee shall fail to observe or perform in any material respect any of the covenants or agreement of the Trustee contained in this Agreement including any failure to provide the information information, reports, assessments or attestations required pursuant to Sections Section 9.25(a) and (bor 9.25(b) hereof or (vii) the Depositor desires to replace the Trustee with a successor Trusteehereof, then the Depositor or the Master Servicer shall remove the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint a successor trustee acceptable to the Master Servicer by written instrument, one copy of which instrument shall be delivered to the Trustee Trustee, so removed, one copy each to the successor trustee one copy to each of the Rating Agencies and one copy to the Master Servicer, the Swap Counterparty. (c) The Holders of more than 50% of the Class Principal Amount (or Percentage InterestClass Notional Amount) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee and to the Depositor remove the Trustee by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee so removed and one copy to the Master Servicer; the Depositor shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable to the Depositor and the Master Servicer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.07.

Resignation and Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust trusts hereby created by (1) giving written notice thereof of resignation to the Depositor and by mailing notice of resignation by first class mail, postage prepaid, to the Master Servicer. Upon receiving 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 resignation, the Depositor will promptly appoint such appointment by a successor trustee, one copy of which instrument shall be delivered to trustee meeting the resigning Trustee, one copy to the successor trustee and one copy to the Master Servicerqualifications set forth in Section 8.07. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) . If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.05 8.07 hereof and shall fail to resign after written request therefor thereto by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a 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) 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, including any failure to provide the information, reports, assessments or attestations required pursuant to Subsection 9.25(a) or 9.25(b) hereof, (iviii)(A) 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, (vB) the continued use imposition of such tax would be avoided by the appointment of a different trustee and (C) the Trustee would result in a downgrading of fails to indemnify the rating by any Rating Agency of any Class of Certificates with a rating, (vi) the Paying Agent shall fail to provide the information required pursuant to Sections 9.25(a) and (b) hereof or (vii) the Depositor desires to replace the Trustee with a successor TrusteeTrust Fund against such tax, then the Depositor or the Master Servicer shall may remove the Trustee or the Paying Agent, as applicable, and the Depositor shall promptly appoint a successor trustee acceptable to the Master Servicer by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee so removedTrustee, one copy each of which shall be delivered to the Servicer and one copy of which shall be delivered to the successor trustee and one copy to the Master Servicer. (c) trustee. The Holders of more than 50evidencing at least 51% of the Class Principal Amount (or Percentage Interest) Voting Rights of each Class all Classes of Certificates Certificates, hereunder may at any time upon 30 days’ written notice to remove the Trustee and to the Depositor remove the Trustee shall appoint a successor trustee by such written instrumentinstrument or instruments, in triplicate, signed by such Holders or their attorneyattorneys-in-fact duly authorized, authorized one copy complete set of which instrument instruments shall be delivered by the successor Trustee to the DepositorServicer, one copy complete set to the Trustee so removed and one copy complete set to the Master Servicer; successor so appointed. Notice of any removal of the Depositor Trustee shall thereupon appoint a successor trustee in accordance with this Section mutually acceptable be given to each Rating Agency by the Depositor and the Master Servicer. (d) 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 6.078.09 hereof.