Common use of Resignation and Removal Clause in Contracts

Resignation and Removal. The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Master Servicer, such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successor. If no successor trustee shall have been appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09.

Resignation and Removal. The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Master Servicer, such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successor. If no successor trustee shall have been appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. In addition, if (a) the Trustee fails to comply with its obligations to deliver any assessment of servicing compliance or registered public accounting firm attestation reports required pursuant to Section 3.11 or (b) any Servicing Function Participant engaged by the Trustee fails to comply with its obligations to deliver any assessment of servicing compliance or registered public accounting firm attestation reports, the Master Servicer, may, after consultation with the Depositor, remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the SellerDepositor, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09.

Resignation and Removal. The Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Master Servicer, such resignation to be effective upon the appointment of a successor trusteetrustee or trust administrator. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee or trust administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successor. If no successor trustee or trust administrator shall have been appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trusteetrustee or trust administrator. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of the property or affairs of the Trustee or the Trust Administrator for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and/or the Trust Administrator, as the case may be, and appoint a successor trustee and/or successor trust administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor trusteetrustee or successor trust administrator, as the case may be. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and/or the Trust Administrator and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09.

Resignation and Removal. The Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Master Servicer, such resignation to be effective upon the appointment of a successor trusteetrustee or trust administrator. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee or trust administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successor. If no successor trustee or trust administrator shall have been appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trusteetrustee or trust administrator. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of the property or affairs of the Trustee or the Trust Administrator for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and/or the Trust Administrator, as the case may be, and appoint a successor trustee and/or successor trust administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator so removed and one copy to the successor trusteetrustee or successor trust administrator, as the case may be. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and/or the Trust Administrator and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09.

Resignation and Removal. The Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Master Servicer, such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successor. If no successor trustee shall have been appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trusteetrustee or trust administrator. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of the property or affairs of the Trustee or the Trust Administrator for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and/or the Trust Administrator, as the case may be, and appoint a successor trustee and/or successor trust administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor trusteetrustee or successor trust administrator, as the case may be. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and/or the Trust Administrator and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09.

Resignation and Removal. The Any Trustee may at any time resign and be discharged from the trust Trust hereby created by giving written notice of resignation thereof to any remaining Trustee or Trustees or by giving written notice to the Master Servicer, Beneficiaries holding Beneficial Interests representing an aggregate of at least a majority of the total Beneficial Interests. Such resignation shall become effective on the day specified in such resignation to be effective notice or upon the appointment of such Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Trustee may be removed at any time, with or without cause, by Beneficiaries having an aggregate Beneficial Interest of at least a successor trusteemajority of the total Beneficial Interests in the Trust. Upon receiving such notice All obligations of the Trustee hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation, the Master Servicer shall promptly appoint at which time, if a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successor. If no successor trustee Trustee shall have been appointed and have accepted such appointment within 30 days after in a writing to the giving Beneficiaries, then upon written notice thereof given by a representative of such notice of resignationthe Beneficiaries to the resigning Trustee, the resigning Trustee may petition shall deliver the Trust Assets to the successor Trustee. If a successor Trustee shall not have been appointed within a thirty (30) day period from the predecessor Trustee’s resignation, for any reason whatsoever, the resigning Trustee shall deliver the Trust Assets to a court of competent jurisdiction for in the appointment county in which the Trust Assets are there being held and give written notice of a successor trusteethe same to the parties hereto. If at any time the The resigning Trustee shall cease be entitled to payment of any unpaid fees (which shall be eligible pro-rated as of the effective date of the resignation) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09section.

Resignation and Removal. The Any ------------------------ Trustee may at any time resign and be discharged from the trust Trust hereby created by giving written notice of resignation thereof to any remaining Trustee or Trustees or by giving written notice to the Master Servicer, Beneficiaries holding Trust Units representing an aggregate of at least a majority of the total Beneficial Interests in all of the Liquidating Trust Accounts. Such resignation shall become effective on the day specified in such resignation to be effective notice or upon the appointment of such Trustee's successor and such successor's acceptance of such appointment, whichever is earlier. Any Trustee may be removed at any time, with or without cause, by Beneficiaries having an aggregate Beneficial Interest of at least a successor trusteemajority of the total Beneficial Interests in the Trust. Upon receiving such notice All obligations of the Trustee hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation, the Master Servicer shall promptly appoint at which time, if a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successor. If no successor trustee Trustee shall have been appointed and have accepted such appointment within 30 days after in a writing to both the giving Beneficiaries, then upon written notice thereof given by a representative of such notice of resignationthe Beneficiaries to the resigning Trustee, the resigning Trustee may petition shall deliver the Trust Assets to the successor Trustee. If a successor Trustee shall not have been appointed within a thirty (30) day period from the predecessor Trustee's resignation, for any reason whatsoever, the resigning Trustee shall deliver the Trust Assets to a court of competent jurisdiction for in the appointment county in which the Trust Assets are there being held and give written notice of a successor trusteethe same to the parties hereto. If at any time the The resigning Trustee shall cease be entitled to payment of any unpaid fees (which shall be eligible pro-rated as of the effective date of the resignation) and expenses and to reimbursement by the Beneficiaries for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09section.

Resignation and Removal. The Trustee may Collateral Agent at any time resign may resign, upon 30 days’ prior written notice, by an instrument addressed and be discharged from the trust hereby created by giving written notice of resignation delivered to the Master ServicerPurchasers and the Company and may be removed at any time with or without cause upon 30 days’ prior written notice, such resignation by an instrument in writing duly executed by duly authorized signatories of the Required Holders. The Required Holders shall have the right to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee to the Collateral Agent upon any such resignation or removal, by written instrumentinstrument of substitution complying with the requirements of applicable law, or, in duplicatethe absence of any such requirement, one without any formality other than appointment and designation in writing, a copy of which instrument or writing shall be sent to each Purchaser. Upon the making of such appointment and delivery to such successor Collateral Agent of the Collateral then held by the retiring Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties conferred hereby and by the Security Documents upon the Collateral Agent named herein, and one or more such appointments and designations shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. The retiring Collateral Agent shall not be discharged from its duties and obligations hereunder until, and the retiring Collateral Agent shall be so discharged when, all the Collateral held by the retiring Collateral Agent has been delivered to the resigning entity successor Collateral Agent and one copy such successor Collateral Agent shall execute, acknowledge and deliver to its successoreach holder of the Notes and to the Company an instrument accepting such appointment. If no successor trustee shall have been be appointed and have accepted appointment within 30 days after approved on or prior to the giving date of any such notice of resignation, the resigning Trustee Collateral Agent may petition apply to any court of competent jurisdiction for the appointment of to appoint a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief act until a successor shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment appointed by the successor Required Holders as provided in Section 8.09above provided.

Resignation and Removal. The Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign at any time resign and be discharged from the trust hereby created by giving written notice of resignation thereof to the Master ServicerLenders and the Borrowers, and the Security Trustee or the Agent may be removed at any time with or without cause by the Lenders by giving notice thereof to the Agent, the Security Trustee, the Lenders and the Borrowers. Upon any such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignationor removal, the Master Servicer Lenders shall promptly have the right to appoint a successor trustee by written instrumentSecurity Trustee or Agent, in duplicate, one copy of which instrument shall be delivered to as the resigning entity and one copy to its successorcase may be. If no successor trustee Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment within 30 days after the retiring Security Trustee’s or Agent’s, as the case may be, giving of such notice of resignation, resignation or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control Lenders’ removal of the retiring Security Trustee or of Agent, as the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasonscase may be, then the Master Servicer shall remove retiring Security Trustee or Agent, as the Trustee and case may be, may, on behalf of the Lenders, appoint a successor trustee Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by written instrumenta successor Security Trustee or Agent, in duplicatesuch successor Security Trustee or Agent, one copy as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of which instrument the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be delivered to the discharged from its duties and obligations hereunder. After any retiring Security Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any Agent’s resignation or removal of hereunder as Security Trustee or Agent, as the Trustee and appointment of a successor pursuant to any of case may be, the provisions of this Section Clause 31 shall become effective upon acceptance continue in effect for its benefit in respect of appointment any actions taken or omitted to be taken by it while it was acting as the successor Security Trustee or the Agent, as provided in Section 8.09the case may be.

Resignation and Removal. The Trustee Agent Certificate Holder may resign at any time resign upon at least thirty (30) days prior notice to Lessee and the Participants, and may be discharged from removed for cause at any time by vote of the trust hereby created by giving Required Certificate Holders and notice to the retiring Agent Certificate Holder, the Administrative Agent and the Lessee. In the event of any such resignation or removal, the Required Certificate Holders shall as promptly as practicable (but with five (5) Business Days' prior written notice of resignation being given to the Master Servicer, such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignation, the Master Servicer shall promptly Lessee) appoint a successor trustee by written instrumentAgent Certificate Holder, in duplicate, one copy of which instrument provided that such successor Agent Certificate Holder shall be delivered approved by Lessee, Administrative Agent, and, unless an Event of Default is continuing, be approved by the Lessee (which approval shall not be unreasonably withheld or delayed) and, if the Lessee has not responded within such five (5) Business Day period, Lessee shall be deemed to the resigning entity and one copy to its successorhave approved such new Agent Certificate Holder. If no successor trustee Agent Certificate Holder shall have been so appointed and shall have accepted such appointment within 30 thirty (30) days after either the retiring Agent Certificate Holder's giving of such notice of resignationresignation or the Required Certificate Holders' vote to remove the retiring Agent Certificate Holder, then the resigning Trustee may petition any court retiring Agent Certificate Holder may, on behalf of competent jurisdiction for the appointment of Certificate Holders, appoint a successor trustee. If Agent Certificate Holder, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof or under the laws of another country that is doing business in the United States and having a combined capital, surplus and undivided profits of at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entityleast $100,000,000, or a receiver wholly owned subsidiary of such entity or bank. Upon its acceptance of its property appointment, such successor Agent Certificate Holder shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Certificate Holder, and the retiring Agent Certificate Holder shall be appointed, or discharged from all further duties and obligations as Agent Certificate Holder under this Participation Agreement and under the other Operative Documents. After any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any retiring Agent Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any Holder's resignation or removal of the Trustee and appointment of a successor pursuant to any of hereunder as Agent Certificate Holder, the provisions of this Section Participation Agreement and of the other Operative Documents shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent Certificate Holder under this Participation Agreement. No resignation or renewal of the Agent Certificate Holder may become effective upon acceptance of appointment by the until a successor Agent Certificate Holder has been appointed as provided in Section 8.09above.

Resignation and Removal. The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Master ServicerSecurities Administrator, such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignation, the Master Servicer Securities Administrator shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successor. If no successor trustee shall have been appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master ServicerSecurities Administrator, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer Securities Administrator shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer Securities Administrator shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. In addition, if (a) the Trustee fails to comply with its obligations to deliver any assessment of servicing compliance or registered public accounting firm attestation reports required pursuant to Section 3.04 or (b) any Servicing Function Participant engaged by the Trustee fails to comply with its obligations to deliver any assessment of servicing compliance or registered public accounting firm attestation reports, the Securities Administrator, may, after consultation with the Depositor, remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the SellerDepositor, the Master Servicer Securities Administrator or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master ServicerSecurities Administrator, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09.

Resignation and Removal. The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Master Servicer, such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successor. If no successor trustee shall have been appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. In addition, if (a) the Trustee fails to comply with its obligations to deliver any assessment of servicing compliance or registered public accounting firm attestation reports required pursuant to Section 3.11 or (b) any Servicing Function Participant engaged by the Trustee fails to comply with its obligations to deliver any assessment of servicing compliance or registered public accounting firm attestation reports, the Master Servicer may, after consultation with the Depositor, remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the SellerDepositor, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09.

Resignation and Removal. The Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign at any time resign and be discharged from the trust hereby created by giving written notice of resignation thereof to the Master ServicerLenders, the Swap Bank and the Obligors, and the Security Trustee or the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignationor removal, the Master Servicer Majority Lenders shall promptly have the right to appoint a successor trustee by written instrumentSecurity Trustee or Agent, in duplicateas the case may be, one copy of which instrument shall be delivered to the resigning entity and one copy to its successora Lender, or a Lender with an Affiliate, which has an office in New York, New York. If no successor trustee Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment within 30 days after the retiring Security Trustee’s or Agent’s, as the case may be, giving of such notice of resignationresignation or the Majority Lenders’ removal of the retiring Security Trustee or Agent, as the resigning case may be, then the retiring Security Trustee or Agent, as the case may petition any court be, may, on behalf of competent jurisdiction for the appointment of Lenders, appoint a successor trustee. If at any time Security Trustee or Agent, as the Trustee case may be, which shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entitya Lender, or a receiver Lender with an Affiliate, which has an office in New York, New York. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such entity successor Security Trustee or Agent, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of its property the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be appointed, or discharged from its duties and obligations hereunder. After any public officer shall take charge or control of the retiring Security Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any Agent’s resignation or removal of hereunder as Security Trustee or Agent, as the Trustee and appointment of a successor pursuant to any of case may be, the provisions of this Section Clause 26 shall become effective upon acceptance continue in effect for its benefit in respect of appointment any actions taken or omitted to be taken by it while it was acting as the successor Security Trustee or the Agent, as provided in Section 8.09the case may be.

Resignation and Removal. Appointment of Successor No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 609. The Trustee may resign at any time resign and be discharged from with respect to the trust hereby created Securities of one or more series by giving written notice of resignation thereof to the Master Servicer, such resignation to be effective upon the appointment Company. If an instrument of acceptance by a successor trustee. Upon receiving such notice of resignation, the Master Servicer Trustee shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be not have been delivered to the resigning entity and one copy to its successor. If no successor trustee shall have been appointed and have accepted appointment Trustee 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 trusteeTrustee. The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Trustee and to the Company. If at any time time: (1) the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 8.07 607 and shall fail to resign after written request for its resignation therefor by the Master Servicer, Company or if by any Holder of a Security who has been a bona fide Holder of a Security for at any time least six months; or (3) the Trustee shall become incapable of acting, acting or an order for relief shall have been entered in any bankruptcy be adjudged a bankrupt or insolvency proceeding with respect to such entity, insolvent or a receiver of such entity the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of the its property or affairs of the Trustee for the purpose of rehabilitation, conversion conservation or liquidation, then, in any such case, (i) the Company by or the Master Servicer shall deem it necessary in order pursuant to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall a Board Resolution may remove the Trustee and appoint a successor trustee Trustee with respect to all Securities or (ii) subject to TIA Section 315(e), any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one or more series, the Company, by written instrumentor pursuant to a Board Resolution, in duplicate, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one copy or more or all of which instrument such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so removed and one copy appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor trusteeTrustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner hereinafter provided, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to Securities of such series. The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series in the manner provided for notices to the Holders of Certificates evidencing Securities in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in Section 106. Each notice shall include the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the successor Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered with respect to the Master Servicer, one complete set Securities of which shall be delivered to such series and the entity or entities so removed and one complete set address of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09its Corporate Trust Office.

Resignation and Removal. The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Master Servicer, such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successor. If no successor trustee shall have been appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the SellerDepositor, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09.

Resignation and Removal. The Subject to the appointment and acceptance of a successor Agent or Security Trustee (as the case may be) as provided below, each of the Agent and the Security Trustee may resign at any time resign and be discharged from the trust hereby created by giving written notice of resignation thereof to the Master ServicerLenders, the Swap Bank and the Obligors, and the Agent or the Security Trustee may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignationor removal, the Master Servicer Majority Lenders shall promptly have the right to appoint a successor trustee by written instrumentAgent or Security Trustee, in duplicateas the case may be, one copy of which instrument shall be delivered to the resigning entity and one copy to its successora Lender, or a Lender with an Affiliate, that has an office in New York, New York. If no successor trustee Agent or Security Trustee, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment within 30 days after the retiring Agent’s or Security Trustee’s, as the case may be, giving of such notice of resignationresignation or the Majority Lenders’ removal of the retiring Agent or Security Trustee, as the resigning Trustee case may petition any court be, then the retiring Agent or Security Trustee, as the case may be, may, on behalf of competent jurisdiction for the appointment of Lenders, appoint a successor trustee. If at any time Agent or Security Trustee, as the Trustee case may be, which shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entitya Lender, or a receiver Lender with an Affiliate, that has an office in New York, New York. Upon the acceptance of any appointment as Agent or Security Trustee hereunder by a successor Agent or Security Trustee, such entity successor Agent or Security Trustee, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of its property the retiring Agent or Security Trustee, as the case may be, and the retiring Agent or Security Trustee shall be appointed, discharged from its duties and obligations hereunder. After any retiring Agent’s or any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any Security Trustee’s resignation or removal of hereunder as Agent or Security Trustee, as the Trustee and appointment of a successor pursuant to any of case may be, the provisions of this Section Clause 24 shall become effective upon acceptance continue in effect for its benefit in respect of appointment any actions taken or omitted to be taken by it while it was acting as the successor Agent or the Security Trustee, as provided in Section 8.09the case may be.

Resignation and Removal. The Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign at any time resign and be discharged from the trust hereby created by giving written notice of resignation thereof to the Master ServicerLenders and the Borrowers, and the Security Trustee or the Agent may be removed at any time with or without cause by the Majority Lenders by giving notice thereof to the Agent, the Security Trustee, the Lenders and the Borrowers. Upon any such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignationor removal, the Master Servicer Majority Lenders shall promptly have the right to appoint a successor trustee by written instrumentSecurity Trustee or Agent, in duplicate, one copy of which instrument shall be delivered to as the resigning entity and one copy to its successorcase may be. If no successor trustee Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment within 30 days after the retiring Security Trustee’s or Agent’s, as the case may be, giving of such notice of resignation, resignation or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control Majority Xxxxxxx’ removal of the retiring Security Trustee or of Agent, as the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasonscase may be, then the Master Servicer shall remove retiring Security Trustee or Agent, as the Trustee and case may be, may, on behalf of the Lenders, appoint a successor trustee Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by written instrumenta successor Security Trustee or Agent, in duplicatesuch successor Security Trustee or Agent, one copy as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of which instrument the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be delivered to the discharged from its duties and obligations hereunder. After any retiring Security Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any Agent’s resignation or removal of hereunder as Security Trustee or Agent, as the Trustee and appointment of a successor pursuant to any of case may be, the provisions of this Section Clause 31 shall become effective upon acceptance continue in effect for its benefit in respect of appointment any actions taken or omitted to be taken by it while it was acting as the successor Security Trustee or the Agent, as provided in Section 8.09the case may be.

Resignation and Removal. The Trustee Agent Certificate Holder may resign at any time resign upon at least thirty (30) days prior notice to Lessee Agent and the Participants, and may be discharged from removed for cause at any time by vote of the trust hereby created by giving Required Certificate Holders and notice to the retiring Agent Certificate Holder, the Administrative Agent and the Lessee Agent. In the event of any such resignation or removal, the Required Certificate Holders shall as promptly as practicable (but with five (5) Business Days' prior written notice of resignation being given to the Master Servicer, such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignation, the Master Servicer shall promptly Lessee Agent) appoint a successor trustee by written instrumentAgent Certificate Holder, in duplicate, one copy of which instrument provided that such successor Agent Certificate Holder shall be delivered approved by Lessee Agent, Administrative Agent, and, unless an Event of Default is continuing, be approved by the Lessee Agent (which approval shall not be unreasonably withheld or delayed) and, if the Lessee has not responded within such five (5) Business Day period, Lessee Agent shall be deemed to the resigning entity and one copy to its successorhave approved such new Agent Certificate Holder. If no successor trustee Agent Certificate Holder shall have been so appointed and shall have accepted such appointment within 30 thirty (30) days after either the retiring Agent Certificate Holder's giving of such notice of resignationresignation or the Required Certificate Holders' vote to remove the retiring Agent Certificate Holder, then the resigning Trustee may petition any court retiring Agent Certificate Holder may, on behalf of competent jurisdiction for the appointment of Certificate Holders, appoint a successor trustee. If Agent Certificate Holder, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof or under the laws of another country that is doing business in the United States and having a combined capital, surplus and undivided profits of at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entityleast $100,000,000, or a receiver wholly owned subsidiary of such entity or bank. Upon its acceptance of its property appointment, such successor Agent Certificate Holder shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Certificate Holder, and the retiring Agent Certificate Holder shall be appointed, or discharged from all further duties and obligations as Agent Certificate Holder under this Participation Agreement and under the other Operative Documents. After any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any retiring Agent Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any Holder's resignation or removal of the Trustee and appointment of a successor pursuant to any of hereunder as Agent Certificate Holder, the provisions of this Section Participation Agreement and of the other Operative Documents shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent Certificate Holder under this Participation Agreement. No resignation or renewal of the Agent Certificate Holder may become effective upon acceptance of appointment by the until a successor Agent Certificate Holder has been appointed as provided in Section 8.09above.

Resignation and Removal. The Trustee Escrow Bank may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Master ServicerDistrict, such resignation to be effective and upon the appointment receipt of a successor trustee. Upon receiving such notice of resignation, the Master Servicer District shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successorEscrow Bank. If no the District does not appoint a successor trustee shall have been appointed and have accepted appointment Xxxxxx Bank within 30 thirty days after the giving of receipt of such notice of resignationnotice, the resigning Trustee Escrow Bank may petition any a court of competent jurisdiction for the appointment of a successor trusteeXxxxxx Bank, which court may thereupon, upon such notice as it shall deem proper, appoint a successor Xxxxxx Bank. If Upon acceptance of appointment by a successor Xxxxxx Bank, the resigning Escrow Bank shall transfer all moneys held by it in the Escrow Fund to such successor Escrow Bank and be discharged of any further obligation or responsibility hereunder. The District may remove the Escrow Bank at any time by giving written notice of such removal to the Trustee Escrow Bank, and thereupon shall cease appoint a successor Escrow Bank by an instrument in writing. Upon acceptance of appointment by a successor Escrow Bank, the removed Escrow Bank shall transfer all moneys held by it in the Escrow Fund to such successor Escrow Bank and be eligible in accordance with discharged of any further obligation or responsibility hereunder. Any successor Xxxxxx Bank appointed under the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property hereof shall be appointeda trust company or bank having trust powers, having a corporate trust office in California, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any public officer shall take charge supervising or control of the Trustee or of the property or affairs of the Trustee examining authority above referred to, then for the purpose of rehabilitationthis paragraph the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any bank, corporation or association into which the Escrow Bank may be merged or converted or with which it may be consolidated, or any bank, corporation or association resulting from any merger, conversion or liquidationconsolidation to which the Escrow Bank shall be a party, or the Master Servicer shall deem it necessary in order any bank, corporation or association succeeding to change the situs all or substantially all of the Trust Estate for state tax reasons, then corporate trust business of the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument Escrow Bank shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that Escrow Bank hereunder without the execution or filing of any Certificate registered in the name of the Seller, the Master Servicer paper with any parties hereto or any affiliate thereof will not be taken into account in determining whether further act on the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set part of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions parties hereto except on the part of this Section shall become effective upon acceptance any of appointment the parties hereto where an instrument or transfer or assignment is required by law to effect such succession, anything herein to the successor as provided in Section 8.09contrary notwithstanding.

Resignation and Removal. The Any of the Trustees may resign their trust (without need for prior or subsequent accounting) by an instrument in writing signed by such Trustee may at any time resign and be discharged from the trust hereby created by giving written notice of resignation delivered or mailed to the Master ServicerTrustees or the Chair, if any, the Chief Executive Officer or the Secretary and such resignation to shall be effective upon such delivery, or at a later date according to the appointment terms of the instrument. Any of the Trustees may be removed (provided the aggregate number of Trustees after such removal shall not be less than the minimum number required by Section 2.1 hereof) for cause only, and not without cause, and only by action taken by a majority of the remaining Trustees (or, in the case of the removal of a successor trusteeTrustee that is not an Interested Person, a majority of the remaining Trustees that are not Interested Persons), followed by a vote of the holders of at least fifty-one percent (51%) of the Shares then entitled to vote in an election of such Trustees. Upon receiving the resignation or removal of a Trustee, each such notice resigning or removed Trustee shall execute and deliver such documents as the remaining Trustees shall require for the purpose of resignation, the Master Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered conveying to the Trust or the remaining Trustees any Trust Property held in the name of such resigning entity or removed Trustee. Upon the incapacity or death of any Trustee, such Trustee’s legal representative shall execute and one copy deliver on such Trustee’s behalf such documents as the remaining Trustees shall require as provided in the preceding sentence. Except to its successor. If the extent expressly provided in a written agreement with the Trust, no successor trustee Trustee resigning and no Trustee removed shall have any right to any compensation for any period following the effective date of his or her resignation or removal, or any right to damages on account of a removal. For the purpose of this Section, “cause” shall mean, with respect to any particular Trustee, that the Trustee has (i) been appointed and have accepted appointment within 30 days after the giving convicted of such notice a felony or a final judgment of resignation, the resigning Trustee may petition any a court of competent jurisdiction for holding that such Trustee caused demonstrable, material harm to the appointment Trust through bad faith or active and deliberate dishonesty, (ii) been the subject of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation order or determination by the Master ServicerSEC or similar agency of any country for any securities violation involving xxxxxxx xxxxxxx, fraud, misappropriation, dishonesty or willful misconduct or (iii) been convicted of, or if at any time pleaded guilty or no contest to, a crime involving moral turpitude that is reasonably likely to injure, tarnish, damage or otherwise negatively affect the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control reputation of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09Trust.

Resignation and Removal. The Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Master Servicer, such resignation to be effective upon the appointment of a successor trusteetrustee or trust administrator. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee or trust administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successor. If no successor trustee or trust administrator shall have been appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as the case may be ,may petition any court of competent jurisdiction for the appointment of a successor trusteetrustee or trust administrator. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of the property or affairs of the Trustee or the Trust Administrator for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and/or the Trust Administrator, as the case may be, and appoint a successor trustee and/or successor trust administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator so removed and one copy to the successor trusteetrustee or successor trust administrator, as the case may be. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and/or the Trust Administrator and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09.

Resignation and Removal. The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Master Servicer, such suc resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successor. If no successor trustee shall have been appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09.

Resignation and Removal. The Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign at any time resign and be discharged from the trust hereby created by giving written notice of resignation thereof to the Master ServicerLenders and the Borrower, and the Security Trustee or the Agent may be removed at any time with or without cause by the Required Lenders by giving notice thereof to the Agent, the Security Trustee, the Lenders and the Borrower. Upon any such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignationor removal, the Master Servicer Required Lenders shall promptly have the right to appoint a successor trustee by written instrumentSecurity Trustee or Agent, in duplicate, one copy of as the case may be which instrument shall be delivered either one of the Lenders or any other third party acceptable to the resigning entity Required Lenders and one copy the Borrower (the Borrower’s consent not to its successorbe unreasonably withheld or delayed). If no successor trustee Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment within 30 days after the retiring Security Trustee’s or Agent’s, as the case may be, giving of such notice of resignation, resignation or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control Required Xxxxxxx’ removal of the retiring Security Trustee or of Agent, as the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasonscase may be, then the Master Servicer shall remove retiring Security Trustee or Agent, as the Trustee and case may be, may, on behalf of the Lenders, appoint a successor trustee Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by written instrumenta successor Security Trustee or Agent, in duplicatesuch successor Security Trustee or Agent, one copy as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of which instrument the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be delivered to the discharged from its duties and obligations hereunder. After any retiring Security Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any Agent’s resignation or removal of hereunder as Security Trustee or Agent, as the Trustee and appointment of a successor pursuant to any of case may be, the provisions of this Section Clause 31 shall become effective upon acceptance continue in effect for its benefit in respect of appointment any actions taken or omitted to be taken by it while it was acting as the successor Security Trustee or the Agent, as provided in Section 8.09the case may be.

Resignation and Removal. The Trustee Calculation Agent may at any time resign and be discharged from the trust hereby created as Calculation Agent by giving written notice of resignation to the Master ServicerCompany and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall never be earlier than 45 days after the receipt of such notice by the Company and the Guarantor, unless the Company otherwise agrees in writing. The Calculation Agent may be removed at any time by the filing with it of any instrument in writing signed on behalf of the Company and specifying such removal and the date when it is intended to become effective. Such resignation to be effective or removal shall take effect upon the date of the appointment by the Company, as hereinafter provided, of a successor trustee. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning entity and one copy to its successorCalculation Agent. If no successor trustee shall have been appointed and have accepted appointment within 30 days after the giving of such notice of resignationresignation or removal has been given, a successor Calculation Agent has not been appointed, the resigning Trustee may Calculation Agent may, at the expense of the Company, petition any a court of competent jurisdiction for the appointment of to appoint a successor trusteeCalculation Agent. If at any time the Trustee Calculation Agent shall cease to resign or be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicerremoved, or be dissolved, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee Calculation Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency or for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasonsany other reason, then the Master Servicer shall remove the Trustee and appoint a successor trustee Calculation Agent shall as soon as practicable be appointed by written instrumentthe Company by an instrument in writing filed with the predecessor Calculation Agent, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeCalculation Agent and the Trustee. The Holders of Certificates evidencing in Upon the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any resignation or removal of the Trustee and appointment of a successor pursuant Calculation Agent and acceptance by it of such appointment, the Calculation Agent so succeeded shall cease to any of be such Calculation Agent hereunder. Upon its resignation or removal, the provisions of this Section Calculation Agent shall become effective upon acceptance of appointment be entitled to the payment by the successor as provided Company of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred in Section 8.09connection with the services rendered by it hereunder and to the payment of all other amounts owed to it hereunder.

Resignation and Removal. The Trustee Agent Lessor may resign at any time resign upon at least 30 days' prior notice to the Representative and the Participants, and may be discharged from removed as such at any time by vote of the trust hereby created by giving Required Lessors and notice to the retiring Agent Lessor, the Administrative Agent and the Representative. In the Event of any such resignation or removal, the Required Lessors shall as promptly as practicable (but with five Business Days' prior written notice of resignation being given to the Master Servicer, such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignation, the Master Servicer shall promptly Representative) appoint a successor trustee by written instrumentAgent Lessor, in duplicate, one copy of which instrument provided that such successor Agent Lessor shall be delivered approved by the Administrative Agent, and, unless an Event of Default is continuing, be approved by the Representative (which approval shall not be unreasonably withheld or delayed) and, if the Representative has not responded within such five Business Day period, the Representative shall be deemed to the resigning entity and one copy to its successorhave approved such new Agent Lessor. If no successor trustee Agent Lessor shall have been so appointed and shall have accepted such appointment within 30 days after either the retiring Agent Lessor's giving of such notice of resignationresignation or the Required Lessors' vote to remove the retiring Agent Lessor, then the resigning Trustee may petition any court retiring Agent Lessor may, on behalf of competent jurisdiction for the appointment of Lessors, appoint a successor trustee. If Agent Lessor, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof or under the laws of another country that is doing business in the United States and having a combined capital, surplus and undivided profits of at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entityleast $100,000,000, or a receiver wholly owned subsidiary of such entity or bank. Upon its acceptance of its property appointment, such successor Agent Lessor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Lessor, and the retiring Agent Lessor shall be appointed, or discharged from all further duties and obligations as Agent Lessor under this Participation Agreement and under the other Operative Documents. After any public officer shall take charge or control of the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasons, then the Master Servicer shall remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any retiring Agent Lessor's resignation or removal of the Trustee and appointment of a successor pursuant to any of hereunder as Agent Lessor, the provisions of this Section Participation Agreement and of the other Operative Documents shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent Lessor under this Participation Agreement. No resignation or renewal of the Agent Lessor may become effective upon acceptance of appointment by the until a successor Agent Lessor has been appointed as provided in Section 8.09above.

Resignation and Removal. The Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign at any time resign and be discharged from the trust hereby created by giving written notice of resignation thereof to the Master ServicerLenders, and the Borrower, and the Security Trustee or the Agent may be removed at any time with or without cause by the Majority Lenders by giving notice thereof to the Agent, the Security Trustee, the Lenders and the Borrower. Upon any such resignation to be effective upon the appointment of a successor trustee. Upon receiving such notice of resignationor removal, the Master Servicer Majority Lenders shall promptly have the right to appoint a successor trustee by written instrumentSecurity Trustee or Agent, in duplicate, one copy of which instrument shall be delivered to as the resigning entity and one copy to its successorcase may be. If no successor trustee Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment within 30 days after the retiring Security Trustee’s or Agent’s, as the case may be, giving of such notice of resignation, resignation or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if at any time the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding with respect to such entity, or a receiver of such entity or of its property shall be appointed, or any public officer shall take charge or control Majority Lenders’ removal of the retiring Security Trustee or of Agent, as the property or affairs of the Trustee for the purpose of rehabilitation, conversion or liquidation, or the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasonscase may be, then the Master Servicer removal or resignation of the retiring Security Trustee or Agent, as the case may be, shall remove nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Security Trustee and or the Agent, as the case may be, until such time, if any, as the Majority Lenders appoint a successor trustee Security Trustee or Agent as provided under this Clause 31.9. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by written instrumenta successor Security Trustee or Agent, in duplicatesuch successor Security Trustee or Agent, one copy as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of which instrument the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be delivered to the discharged from its duties and obligations hereunder. After any retiring Security Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Seller, the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set of which shall be delivered to the entity or entities so removed and one complete set of which shall be delivered to the successor so appointed. Any Agent’s resignation or removal of hereunder as Security Trustee or Agent, as the Trustee and appointment of a successor pursuant to any of case may be, the provisions of this Section Clause 31 shall become effective upon acceptance continue in effect for its benefit in respect of appointment any actions taken or omitted to be taken by it while it was acting as the successor Security Trustee or the Agent, as provided in Section 8.09the case may be.