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. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

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 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 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 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 Any Managing 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 Managing Trustee or Trustees or by giving written notice to the Master Servicer, Beneficiaries. Such resignation shall become effective on the day specified in such resignation to be effective notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal 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 or removal, at which time, if 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 Managing Trustee shall have been appointed and have accepted such appointment within 30 days after in a writing to the giving of such Beneficiaries, then upon written notice of resignationthereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee may petition shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing 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 Managing 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 or removal) 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 this 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 11.2 of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09Agreement.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (i) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (ii) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (iii) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (iv) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by clause (iv), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (iv), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by Clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of Clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. The Trustee Warrant Agent may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Master ServicerCompany of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such resignation to date shall not be effective less than 60 days after the date on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company or the Required Warrantholders and specifying such removal and the date when it shall become effective, which date shall not be less than 60 days after such notice is given unless the Warrant Agent otherwise agrees. Any removal under this Section shall take effect upon the appointment by the Company or the Required Warrantholders 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 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 Warrant Agent (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 (i) a bank or trust company, (ii) organized under the laws of the United States of America or one of the states thereof, (iii) authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers, (iv) having a combined capital and surplus of at least $50,000,000 (as set forth in its most recent reports of condition published pursuant to law or to the entity requirements of any United States federal or entities so removed state regulatory or supervisory authority) and one complete set (v) having an office in the Borough of which Manhattan, The City of New York) and the acceptance of such appointment by such successor Warrant Agent. The obligations of the Company under Section 5.05 shall be delivered continue to the successor so appointed. Any extent set forth herein notwithstanding the resignation or removal of the Trustee and appointment of a successor pursuant to Warrant Agent. The Warrant Agent may execute any of the provisions powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Warrant Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Warrant Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Section agreement. In no event shall become effective upon acceptance the Warrant Agent be responsible or liable for special, indirect, or consequential loss or damage of appointment by any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the successor as provided in Section 8.09Warrant Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

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 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 Any of the Trustees may resign his or her 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 Chairman, if any, the President 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. Except to the extent expressly provided in a successor trusteewritten agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal. Upon receiving Any Trustee may be removed from office for “Cause” (as hereinafter defined) by action of at least seventy-five percent (75%) of the outstanding Shares of the Classes or Series of Shares entitled to vote for the election of such notice of resignationTrustee, the Master Servicer shall promptly appoint a successor trustee or with or without Cause (as hereinafter defined) by written instrument, in duplicatesigned by at least seventy-five percent (75%) of the remaining Trustees, one copy of which instrument shall be delivered to specifying 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 date when 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 removal shall become incapable of actingeffective. “Cause” for these purposes shall require willful misconduct, dishonesty 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 fraud on the part of the Trustee in the conduct of his or her office or such Trustee being convicted of a felony. Upon the property resignation or affairs removal of a Trustee, each such resigning or removed Trustee shall execute and deliver such documents as the Trustee remaining Trustees shall require for the purpose of rehabilitation, conversion or liquidation, conveying to the Trust or the Master Servicer shall deem it necessary in order to change the situs of the remaining Trustees any 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 Property held in the name of such resigning or removed Trustee. Upon the Sellerincapacity or death of any Trustee, such Trustee’s legal representative shall execute and deliver on such Trustee’s behalf such documents as 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 remaining Trustees 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 require as provided in Section 8.09the preceding sentence.

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. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign by giving written notice thereof to the Company and be discharged from the trust hereby created hereby. If an instrument of acceptance 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 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 resignation, the resigning Trustee (at the Company’s expense) may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee (at the Company’s expense) may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by Clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of ▇▇▇▇▇▇ (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. Trustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by Clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of Clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. Appointment of Successor. ------------------------------------------------- (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 7.09. (b) The Trustee may resign at any time resign and be discharged from the trust hereby created as trustee by giving written notice of resignation thereof to the Master ServicerCompany, such resignation to be effective upon the appointment Authorized Agents, the Owner Trustees and the Loan Trustees. 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 Company, the Authorized Agents, the Owner Trustees, the Loan Trustees and one copy to its successor. If no successor trustee shall have been appointed and have accepted appointment the Trustee 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. Trustee. (c) The Trustee may be removed at any time by Act of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Trustee, the Company, the Owner Trustees and the Loan Trustees. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310 of the Trust Indenture Act after written request therefor by the Company or by any Certificateholder who has been a bona fide certificateholder for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 8.07 7.07 and shall fail to resign after written request for its resignation therefor by the Master Servicer, Company or if at by any time such Certificateholder; 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, or in any case, (i) 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 Company may remove the Trustee or (ii) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If a Responsible Officer of the Trustee shall obtain actual knowledge of an Avoidable Tax (as hereinafter defined) which has been or is likely to be asserted, the Trustee shall promptly notify the Company and shall, within 30 days of such notification, resign as Trustee hereunder unless within such 30-day period the Trustee shall have received notice that the Company has agreed to pay such tax. The Company shall promptly appoint a successor Trustee in a jurisdiction where there are no Avoidable Taxes. As used herein, an "Avoidable Tax" means a state or local tax: (i) upon (w) the Trust, (x) the Trust Property, (y) Certificateholders or (z) the Trustee for which the Trustee is entitled to seek reimbursement from the Trust Property, and (ii) which would be avoided if the Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if the Company or any Owner Trustee shall agree to pay, and shall pay, such tax. (f) If the Trustee shall resign, be removed or become incapable of acting as trustee by written instrumentor if a vacancy shall occur in the office of the Trustee for any cause, in duplicatethe Company shall promptly appoint a successor Trustee. If, one copy within 90 days after such resignation, removal or incapability, or other occurrence of which instrument such vacancy, a successor Trustee shall be appointed by Act of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Company, the Owner Trustees, the Loan Trustee so removed and one copy to the retiring Trustee, the successor trusteeTrustees so appointed shall, with the approval of the Company, which approval shall not be unreasonably withheld, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed as provided above. The Holders of Certificates evidencing If no successor Trustee shall have been so appointed as provided above and accepted appointment in the aggregate not less than 51% manner hereinafter provided, the resigning Trustee or any Certificateholder who has been a bona fide Certificateholder 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. (g) The successor Trustee of a Trust shall give notice 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 resignation 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 Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Certificateholders as provided their names and addresses appear in Section 8.09the Register. Each notice shall include the name of such successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal. The Trustee (a) Subject to the appointment and acceptance of a successor as provided in this paragraph, Administrative Agent and/or Collateral Agent may resign at any time resign and be discharged from the trust hereby created by giving upon no less than 90 days prior written notice of resignation to the Master Servicer, such resignation to be effective upon the appointment of a successor trusteeSecured Parties and Borrower. Upon receiving any such notice of resignation, the Master Servicer Required Lenders (other than Subordinated Lender) shall promptly have the right to 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 is appointed and have accepted appointment by such Required Lenders within 30 days after the giving of such retiring Administrative Agent and/or Collateral Agent gives notice of its resignation, the resigning Trustee may petition any court Required Senior First Lien Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days after the retiring Administrative Agent and/or Collateral Agent gives notice of competent jurisdiction for its resignation, then the appointment retiring Administrative Agent and/or Collateral Agent may, on behalf of the Lenders, appoint a successor trustee. If at any time the Trustee Administrative Agent which shall cease to be eligible a national or state chartered bank with an office in accordance with the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master ServicerNew York, or if at any time the Trustee shall become incapable of actingNew York, or an order for relief Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall have been entered succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and/or Collateral Agent, and the retiring Administrative Agent and/or Collateral Agent shall be discharged from its duties and obligations hereunder as of the date of such successor’s acceptance of its appointment and assumption of its obligations as such, in any bankruptcy or insolvency proceeding with respect to such entitywriting, as Administrative Agent, or Collateral Agent, as the case may be. The fees payable by Borrower to a receiver of such entity or of its property successor Administrative Agent shall be appointedthe same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After Administrative Agent’s and/or Collateral Agent’s resignation hereunder, 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 Article X and Section 11.03 hereof shall become continue in effect for the benefit of such retiring Administrative Agent and/or Collateral Agent, as the case may be, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and/or Collateral Agent. (b) The Required Lenders shall have the right to remove Administrative Agent, or to direct Administrative Agent to remove Collateral Agent, by written notice to Borrower and Administrative Agent to be effective upon acceptance as to Borrower as and when such notice is actually received by Borrower. If the Required Lenders shall remove Administrative Agent or direct the removal of appointment by Collateral Agent, then the Required Lenders shall designate another Lender to perform the obligations and exercise the rights of Administrative Agent or Collateral Agent, as the case may be, hereunder. The successor Administrative Agent or Collateral Agent shall assume such obligations in writing and from and after Borrower’s receipt of a copy of notice of such replacement and receipt of a copy of such assumption the successor Administrative Agent or Collateral Agent shall be the sole Administrative Agent or Collateral Agent, as provided in Section 8.09the case may be, hereunder and the term “Administrative Agent” or “Collateral Agent” shall thereafter refer to such successor. Borrower shall have no approval right with respect to any replacement Administrative Agent or Collateral Agent.

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. Assignment of Successor. ------------------------------------------------ (a) The Trustee, or any Trustee or Trustees hereafter appointed, 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 to the Master Servicer, Company and notice to the Securityholders of that series in the manner specified in Section 1.4 within 30 days after such resignation notice is given to be effective upon the appointment of a successor trusteeCompany. Upon receiving such notice of resignationresignation and, if the Company shall deem it appropriate, evidence satisfactory to it of such mailing, the Master Servicer Company shall promptly appoint a successor trustee 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 or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) by written instrument, in duplicateCompany Order, one copy of which instrument shall be delivered to the resigning entity Trustee and one copy to its successorthe successor Trustee. If no successor trustee Trustee with respect to the Securities of any series shall have been so appointed and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee of such series may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of that series for at least six months may, subject to the provisions of Section 6.8, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee with respect to the Securities of such series. If Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee with respect to the Securities of such series. (b) In case at any time any of the following shall occur (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.8 after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security or Securities for at least six months, unless the Trustee's duty to resign is stayed as provided in Section 7.8 of this Indenture, or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 7.9 and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy be adjudged a bankrupt or insolvency proceeding with respect to such entityinsolvent, or a receiver of such entity the Trustee or of its property shall be 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, or (4) the Company shall for any other reason determine that the Trustee shall be removed, provided that at the time of such removal there exists no Event of Default or no event which, with the Master Servicer shall deem it necessary passage of time or giving of notice, would become an Event of Default, then, in order to change any such case, the situs of the Trust Estate for state tax reasons, then the Master Servicer shall Company may remove the Trustee with respect to all Securities and appoint a successor trustee Trustee by written instrument, in duplicateOrder of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee, or, subject to the provisions of Section 6.8, any Securityholder who has been a bona fide Holder of a Security or Securities 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. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee. (c) The Holders of Certificates evidencing a majority in the aggregate not less than 51% principal amount of the Voting Interests represented by all Certificates (except that any Certificate registered in Securities at 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) time Outstanding may at any time remove the Trustee and appoint a successor Trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered delivery to the Master ServicerTrustee so removed, 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. Trustee and to the Company of the evidence provided for in Section 8.1 of the action taken by the Securityholders. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor Trustee or Trustees as provided in Section 8.097.11. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any cause, with respect to the Securities of one more series, the Company, by a Board Resolution, 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 or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and such successor Trustee or Trustees shall comply with the applicable requirements of Section 7.11. 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 appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 7.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee 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 and accepted appointment in the manner required by Section 7.11, any Holder 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 the Securities of such series. (f) 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 by giving notice of such event to all Holders of Securities of such series as provided by Section 1.4. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (i) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (ii) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (iii) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (iv) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by clause (iv), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (iv), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

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 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 ServicerIssuer 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 30 days after the receipt of such notice by the Issuer, unless the Issuer 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 Issuer 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 Issuer, 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 Calculation Agent may, on behalf of and at the expense of the Issuer, with prior notice to the Issuer, appoint its own successor or the resigning Trustee Calculation Agent or the Issuer may petition any court of competent jurisdiction for the appointment of 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 Issuer 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 be such Calculation Agent hereunder. Upon its resignation or removal, the Calculation Agent shall be entitled to the payment by the Issuer 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 properly incurred counsel fees and expenses) incurred in connection with the provisions services rendered by it hereunder and to the payment of this Section all other amounts owed to it hereunder. Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor, the Issuer and the Trustee an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become effective vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Calculation Agent hereunder, and such predecessor, upon acceptance payment of appointment its charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of any relevant records maintained by the successor as provided in Section 8.09such predecessor Calculation Agent.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first−class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

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 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 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 (a) Any member of the Review Committee may at any time resign and be discharged from of his duties and obligations hereunder by giving prior written notice to the trust hereby created Company, the Representatives and the other members of the Review Committee. (b) The Company shall have the exclusive right at any time, with or without cause, to remove each Company Member by giving written notice of resignation to the Master ServicerRepresentatives and the other members of the Review Committee, which notice shall name the individual appointed by the Company to succeed such resignation member. If either Company Member shall die or resign, the Company shall have the exclusive right to be effective upon the appointment of appoint a successor trusteeby giving written notice to the Representatives and the other members of the Review Committee. Upon receiving If the Company fails to appoint a successor within 15 days of becoming aware of such notice of death or resignation, the Master Servicer remaining members of the Review Committee shall promptly be deemed to constitute the Review Committee until such time as the Company appoints a successor as aforesaid. (c) The Representatives shall have the exclusive right at any time, with or without cause, to remove each Holder Member by giving written notice to the Company and the other members of the Review Committee, which notice shall name the individual appointed by the Representatives to succeed such member. If either Holder Member shall die or resign, the Representatives shall have the exclusive right to appoint a successor trustee by giving written instrument, in duplicate, one copy of which instrument shall be delivered notice to the resigning entity Company and one copy to its successorthe other members of the Review Committee. If no the Representatives fail to appoint a successor trustee shall have been appointed and have accepted appointment within 30 15 days after the giving of becoming aware of such notice of death or resignation, the resigning Trustee remaining members of the Review Committee shall be deemed to constitute the Review Committee until such time as the Representatives appoint a successor as aforesaid. (d) The Company Members and the Holder Members, acting unanimously, shall have the exclusive right at any time, with or without cause, to remove the Independent Member by giving written notice to the Representatives and the Company, which notice shall name the individual unanimously appointed by the Company Members and the Holder Members to succeed such Independent Member. If the Independent Member shall die or resign, the Company Members and the Holder Members, acting unanimously, shall have the exclusive right to appoint a successor by giving written notice to the Representatives and the Company. If the Company Members and the Holder Members fail to unanimously appoint a successor Independent Member within 15 days of becoming aware of such death or resignation, any Company Member or Holder Member may petition apply to 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 instrumentIndependent Member, in duplicateand such court may thereupon, 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 after such notice (except that any Certificate registered in the name of the Sellerif any) as it may consider proper, 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 Independent Member. (e) No 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 shall relieve any member of the Trustee and appointment of a successor pursuant to Review Committee from Liability for any of the provisions breach of this Section shall become Agreement by such member prior to the effective upon acceptance date of appointment by the successor as provided in Section 8.09such resignation or removal.

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 Banks 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, the Swap Banks 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 ▇▇▇▇▇▇▇’ 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 case may be, may, on behalf of the Lenders and the Swap Banks, 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. Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 7.09. (b) The Trustee may resign at any time resign and be discharged from the trust hereby created as trustee by giving written notice of resignation thereof to the Master ServicerCompany, such resignation to be effective upon the appointment Authorized Agents, the Owner Trustees and the Loan Trustees. 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 Company, the Authorized Agents, the Owner Trustees, the Loan Trustees and one copy to its successor. If no successor trustee shall have been appointed and have accepted appointment the Trustee 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. Trustee. (c) The Trustee may be removed at any time by Act of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Trustee, the Company, the Owner Trustees and the Loan Trustees. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310 of the Trust Indenture Act after written request therefor by the Company or by any Certificateholder who has been a bona fide certificateholder for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 8.07 7.07 and shall fail to resign after written request for its resignation therefor by the Master Servicer, Company or if at by any time such Certificateholder; 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, or in any case, (i) 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 Company may remove the Trustee or (ii) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If a Responsible Officer of the Trustee shall obtain actual knowledge of an Avoidable Tax (as hereinafter defined) which has been or is likely to be asserted, the Trustee shall promptly notify the Company and shall, within 30 days of such notification, resign as Trustee hereunder unless within such 30-day period the Trustee shall have received notice that the Company has agreed to pay such tax. The Company shall promptly appoint a successor Trustee in a jurisdiction where there are no Avoidable Taxes. As used herein, an "Avoidable Tax" means a state or local tax: (i) upon (w) the Trust, (x) the Trust Property, (y) Certificateholders or (z) the Trustee for which the Trustee is entitled to seek reimbursement from the Trust Property, and (ii) which would be avoided if the Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if the Company or any Owner Trustee shall agree to pay, and shall pay, such tax. (f) If the Trustee shall resign, be removed or become incapable of acting as trustee by written instrumentor if a vacancy shall occur in the office of the Trustee for any cause, in duplicatethe Company shall promptly appoint a successor Trustee. If, one copy within 90 days after such resignation, removal or incapability, or other occurrence of which instrument such vacancy, a successor Trustee shall be appointed by Act of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Company, the Owner Trustees, the Loan Trustee so removed and one copy to the retiring Trustee, the successor trusteeTrustees so appointed shall, with the approval of the Company, which approval shall not be unreasonably withheld, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed as provided above. The Holders of Certificates evidencing If no successor Trustee shall have been so appointed as provided above and accepted appointment in the aggregate not less than 51% manner hereinafter provided, the resigning Trustee or any Certificateholder who has been a bona fide Certificateholder 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. (g) The successor Trustee of a Trust shall give notice 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 resignation 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 Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Certificateholders as provided their names and addresses appear in Section 8.09the Register. Each notice shall include the name of such successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. The (a) Pursuant to the provisions of this Article, the Trustee may at any time resign and be discharged from of the trust hereby trusts created by this Indenture by giving written notice of resignation to the Master Servicer, Company not less than sixty (60) days prior to the day upon which such resignation to be effective shall take effect, and such resignation shall take effect immediately upon the later of the appointment of a successor trustee. Upon receiving trustee and 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 day. (b) Any Trustee may petition be removed at any court of competent jurisdiction for time by an instrument or concurrent instruments in writing filed with such Trustee and signed and acknowledged by the appointment Holders of a successor trustee. majority in principal amount of the then Outstanding Bonds or by their attorneys in fact duly authorized. (c) If at any time (1) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 11.09 hereof and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any Holder who has been a bona fide Holder for at least six (6) months, (2) the Trustee shall fail to comply with Section 11.08 hereof after written request therefor by the Company or any such Holder, or if at any time (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, 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 Trustee may be removed forthwith by an instrument or concurrent instruments in writing filed with the Trustee and appoint a successor trustee either: (i) signed by written instrumentthe President, in duplicatethe Chief Executive Officer, one copy the Chief Financial Officer, the Principal Accounting Officer, the Vice President of which instrument shall be delivered to Finance, the Trustee so removed Treasurer, an Assistant Treasurer, the Controller, the Corporate Secretary or the Assistant Corporate Secretary and one copy to attested by the successor trustee. The Corporate Secretary, any Assistant Corporate Secretary or any other officer of the Company as permitted by the Company’s bylaws; or (ii) signed and acknowledged by the Holders of Certificates evidencing a majority in the aggregate not less than 51% principal amount of the Voting Interests represented Outstanding Bonds or by all Certificates (except that any Certificate registered their attorneys 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. . (d) Any resignation or removal of the Trustee and appointment of a successor pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor Trustee as provided in Section 8.0911.11 hereof.

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. Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 7.09. (b) The Trustee may resign at any time resign and be discharged from the trust hereby created as trustee by giving written notice of resignation thereof to the Master ServicerCompany, such resignation to be effective upon the appointment Authorized Agents, the Owner Trustees and the Loan Trustees. 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 Company, the Authorized Agents, the Owner Trustees, the Loan Trustees and one copy to its successor. If no successor trustee shall have been appointed and have accepted appointment the Trustee 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. Trustee. (c) The Trustee may be removed at any time by Act of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Trustee, the Company, the Owner Trustees and the Loan Trustees. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310 of the Trust Indenture Act after written request therefor by the Company or by any Certificateholder who has been a bona fide certificateholder for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 8.07 7.07 and shall fail to resign after written request for its resignation therefor by the Master Servicer, Company or if at by any time such Certificateholder; 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, or in any case, (i) 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 Company may remove the Trustee or (ii) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If a Responsible Officer of the Trustee shall obtain actual knowledge of an Avoidable Tax (as hereinafter defined) which has been or is likely to be asserted, the Trustee shall promptly notify the Company and shall, within 30 days of such notification, resign as Trustee hereunder unless within such 30-day period the Trustee shall have received notice that the Company has agreed to pay such tax. The Company shall promptly appoint a successor Trustee in a jurisdiction where there are no Avoidable Taxes. As used herein, an "Avoidable Tax" means a state or local tax: (i) upon (w) the Trust, (x) the Trust Property, (y) Certificateholders or (z) the Trustee for which the Trustee is entitled to seek reimbursement from the Trust Property, and (ii) which would be avoided if the Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if the Company or any Owner Trustee shall agree to pay, and shall pay, such tax. (f) If the Trustee shall resign, be removed or become incapable of acting as trustee by written instrumentor if a vacancy shall occur in the office of the Trustee for any cause, in duplicatethe Company shall promptly appoint a successor Trustee. If, one copy within 90 days after such resignation, removal or incapability, or other occurrence of which instrument such vacancy, a successor Trustee shall be appointed by Act of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Company, the Owner Trustees, the Loan Trustee so removed and one copy to the retiring Trustee, the successor trusteeTrustees so appointed shall, with the approval of the Company, which approval shall not be unreasonably withheld, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed as provided above. The Holders of Certificates evidencing If no successor Trustee shall have been so appointed as provided above and accepted appointment in the aggregate not less than 51% manner hereinafter provided, the resigning Trustee or any Certificateholder who has been a bona fide Certificateholder 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. (g) The successor Trustee of a Trust shall give notice 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 resignation 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 Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Certificateholders as provided their names and addresses appear in the Register. Each notice shall include the name of such successor Trustee and the address of its Corporate Trust Office. Section 8.097.09. Acceptance of Appointment by SuccessorSection 7.09. Acceptance of Appointment by SuccessorSection 7.09. Acceptance of Appointment by SuccessorSection 7.

Resignation and Removal. The (a) 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 Chairman, if any, the President 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. An instrument of resignation may provide that it is irrevocable. Except as provided in Section 2.3(b), 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” as defined in the 1940 Act, a majority of the remaining Trustees that are not “interested persons” as defined in the 1940 Act) and by the holders of at least a majority of the Shares then entitled to vote in an election of such 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 resignation or removal of a successor trustee. If at any time the Trustee, each such resigning or removed Trustee shall cease to be eligible in accordance with execute and deliver such documents as the provisions of Section 8.07 and remaining Trustees 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 require for the purpose of rehabilitation, conversion or liquidation, conveying to the Trust or the Master Servicer shall deem it necessary in order to change the situs of the remaining Trustees any 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 Property held in the name of such resigning or removed Trustee. Upon the Sellerincapacity or death of any Trustee, such Trustee’s legal representative shall execute and deliver on such Trustee’s behalf such documents as 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 remaining Trustees 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 require as provided in the preceding sentence. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed, including under Section 8.092.3(b), shall have any right to any compensation for any period following the effective date of his resignation or removal, or any right to damages on account of a removal. (b) With respect to any Trustee of the Trust who is also an employee of the Adviser of the Trust or an affiliate of the Adviser, any such Trustee shall automatically be deemed removed as a Trustee of the Trust simultaneously with the cessation of such Trustee’s employment with the Adviser or its affiliate (for any reason, including termination with or without cause).

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act; (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master Servicer, Company or if at by any time such Securityholder; (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entity, any series of Securities; or (4) the Trustee shall be adjudged a bankrupt or 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 a Board Resolution may remove the Trustee, with respect to the series, 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% case of the Voting Interests represented by Clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of Clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor as Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series to all Holders of Securities of such series in the manner provided in Section 8.091.06. Each notice shall include the name of the successor Trustee and the address of its principal 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 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. 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. (a) The Trustee Agent may resign at any time resign and be discharged from the trust hereby created by giving 30 days written notice of resignation thereof to the Master ServicerBanks and the Company. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent, which successor Agent shall (unless an Event of Default has then occurred and is continuing) be reasonably acceptable to the Company. If no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Banks, appoint an Agent or custodian which shall be a Bank or a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000 and which shall be reasonably acceptable to the Company (unless an Event of Default has occurred and is continuing). Any such resignation to shall be effective upon the appointment of a successor trusteeAgent. Upon receiving such notice the acceptance of resignation, any appointment as the Master Servicer shall promptly appoint Agent hereunder by a successor trustee by written instrumentAgent, in duplicatesuch successor Agent shall thereupon succeed to and become vested with all the rights, one copy powers, privileges and duties of which instrument the retiring Agent, and the retiring Agent shall be delivered to discharged from its duties and obligations, under this Agreement and the resigning entity and one copy to its successorother Loan Documents. 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 After 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 retiring Agent’s resignation or removal of hereunder as the Trustee and appointment of a successor pursuant to any of Agent, the provisions of this Section 7 shall become effective inure to its benefit as to any actions taken or omitted to be taken by it while it was acting as the Agent under this Agreement and any other Loan Document. (b) If the Agent is placed in receivership or conservatorship or ceases to be eligible to serve as depository or document custodian on behalf of FNMA, FHLMC or GNMA, the Required Banks (excluding the Agent in its capacity as a Bank) shall have the right to remove the Agent upon acceptance written notice to the Agent. Upon submission of appointment by the such notice, such Required Banks may designate a successor as provided in Section 8.09agent.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or 31 (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. The Trustee may at any time resign and be discharged from the trust Trust hereby created by giving written notice of resignation thereof to the Master ServicerLFC Administrative Beneficiary, Reorganized LMUSA and the Beneficiaries' Committee as their addresses appear in the records of the Trust. Such resignation shall become effective on the day specified in such resignation to be effective notice or upon the appointment of a such Trustee's successor trustee. Upon receiving and 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 's acceptance of such notice of resignationappointment, the resigning whichever is earlier. Any Trustee may petition any court be removed by agreement of competent jurisdiction for the appointment of a successor trustee. If Beneficiaries' Committee at any time with cause, or at any time after the end of the third full fiscal year following the date of this Agreement, without cause. The Trustee shall cease be entitled to be eligible compensation in accordance with SECTION 7.1 in respect of amounts received by Trustee on all claims for which actions or proceedings have been instituted prior to Trustee's termination. LFC/LMUSA JOINT LITIGATION TRUST AGREEMENT 22 8.3 Appointment of Successor Trustee. Should the provisions of Section 8.07 and shall fail to resign after written request for its resignation by the Master Servicer, or if Trustee at any time the Trustee shall resign or be removed, or die or become incapable of actingaction, or an order for relief be adjudged a bankrupt or insolvent, a vacancy shall be deemed to exist and a successor Trustee shall be appointed as soon as possible by the Beneficiaries' Committee (with each having equal say); provided that such appointment shall be subject to the approval of the Bankruptcy Court; provided, further, that no stockholder, officer or director of the Beneficiaries' Committee shall be appointed as a successor Trustee; and provided, further, that the Trust shall have the right to nominate the successor Trustee. In the event that an election has been entered made to treat the Trust as a Delaware business trust, if the Trust ceases to have at least one Trustee who, in any bankruptcy or insolvency proceeding with respect to such entitythe case of a natural person, or is a receiver Delaware resident or, in all other cases, has its principal place of such entity or of its property business in Delaware, appropriate action shall be appointed, or any public officer shall take charge or control taken to file a certificate 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 8.09cancellation.

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 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. Appointment of Successor. ------------------------ (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 611. (b) The 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 Servicer, such resignation to be effective upon the appointment Issuer. 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. Trustee. (c) The Trustee may be removed at any time by Act of the Holders of a majority in principal amount of the Outstanding Securities, delivered to the Trustee and to the Issuer. (d) If at any time time: (1) the Trustee shall fail to comply with Section 608 after written request therefor by the Issuer or by any ▇▇▇▇▇▇ 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 8.07 609 and shall fail to resign after written request for its resignation therefor by the Master ServicerIssuer or by any such Holder, or if at any time 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 Issuer 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 Guarantors by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicateor (ii) subject to Section 514, 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 Holder who has been obtained) may a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any time remove court of competent jurisdiction for 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 the appointment of a successor pursuant to Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the provisions Holders of this Section shall become effective a majority in principal amount of the Outstanding Securities delivered to the Issuer and the Guarantors and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor as Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, any Holder 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 appointment of a successor Trustee. (f) The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner provided in Section 8.09106. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal. The Any Trustee may at resign without the approval of any time resign court upon sixty days prior notice given by such Trustee in writing or electronically to all members of the Special Committee (with a copy to Dechert, 30 Rockefeller Plaza, New York, New York 10112, attn: Ronald R. Jewel▇, ▇▇▇.), ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇lect to ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ation be effective on an earlier date, and be discharged from the trust Trust hereby created by giving written notice of resignation thereof to the Master Servicer, remaining Trustee and by mailing such notice to the Beneficiaries at their respective addresses as they appear in the records of the Trustees. Such resignation to be shall become effective on the day specified in such notice or upon the appointment of a such Trustee's successor trustee. Upon receiving and 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 's acceptance of such notice of resignationappointment, whichever is earlier; provided that the resigning Trustee may petition any court of competent jurisdiction for is not the appointment sole Trustee, in which event such resignation shall take effect upon the qualification of a successor trusteeTrustee. If Any resignation by a Trustee who is also a "Manager" of THCG, LLC shall constitute the resignation by such Trustee also as a "Manager" of THCG, LLC. Any Trustee may be removed if the Special Committee in good faith determines that there is "cause" to do so and such determination is approved by Beneficiaries having an aggregate Beneficial Interest of at least 50% of the total Beneficial Interests (other than Beneficial Interests of the Trustees, members of their families and affiliates of any time of the foregoing). The term "cause" shall mean any of the following: (i) conviction of a felony; (ii) perpetration of an intentional and knowing fraud against or adversely affecting the Trust or any agent or employee thereof or adversely affecting THCG, LLC; (iii) willful and substantial failure of a Trustee to perform his duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness or injury) or a willful and substantial breach by the Trustee shall cease to be eligible of his obligations under this Agreement; or (iv) 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 event that the Trustee shall become incapable is also a "Manager" of actingTHCG, LLC, willful and substantial failure of such Trustee-Manager to perform his duties (other than as a result of total or an order for relief shall have been entered in any bankruptcy partial incapacity due to physical or insolvency proceeding with respect to such entitymental illness or injury) under, or a receiver willful and substantial breach by such Trustee-Manager of his obligations under, the THCG, LLC Amended and Restated Limited Liability Company Agreement dated as of July 16, 2001; provided, however, that a removal pursuant to clause (iii) or clause (iv) shall not become effective unless the Trustee fails to cure such entity failure to perform or of its property breach within thirty (30) days after written notice from the Special Committee, such notice to describe such failure to perform or breach and identify what reasonable actions shall be appointedrequired to cure such failure to perform or breach. No act or failure to act on the part of a Trustee shall be considered "willful" under this Section 10.2 unless it is done, or any public officer shall take charge omitted to be done, by such Trustee in bad faith or control without reasonable belief that the Trustee's action or omission was in the best interests of the Trust. Any act or failure to act that is based upon the reasonable advice of counsel for the Trust shall be conclusively presumed to be done, or omitted to be done, by a Trustee or in good faith and in the best interests 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 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 ▇▇▇▇▇▇ 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 trustee▇▇▇▇▇▇ Bank, which court may thereupon, upon such notice as it shall deem proper, appoint a successor ▇▇▇▇▇▇ Bank. Upon acceptance of appointment by a successor ▇▇▇▇▇▇ 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 upon thirty (30) days’ prior notice, by giving written notice of such removal to the Escrow Bank, and thereupon shall 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 discharged of any further obligation or responsibility hereunder. Any successor ▇▇▇▇▇▇ Bank appointed under the provisions hereof shall be a 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 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 Servicersupervising or examining authority above referred to, 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 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. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 31 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 962368.1 of such notice of resignation, the resigning Trustee may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act; (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master Servicer, Company or if at by any time such Securityholder; (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entity, any series of Securities; or (4) the Trustee shall be adjudged a bankrupt or 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 a Board Resolution may remove the Trustee, with respect to the series, 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% case of the Voting Interests represented by Clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of ▇▇▇▇▇▇ (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon 962368.1 its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

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 Banks 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, the Swap Banks 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 L▇▇▇▇▇▇’ 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 case may be, may, on behalf of the Lenders and the Swap Banks, 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 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. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created by giving written notice of resignation thereof to the Master Servicer, such resignation Company. (c) The Trustee may be removed with respect to be effective upon any series of Securities at any time by Act of the appointment Holders of a successor trustee. Upon receiving such notice majority in principal amount of resignationthe outstanding Securities of that series, 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 Trustee 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. Company. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by Clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of Clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after such resignation, removal or incapacity, the Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 7.09. (b) The Trustee may resign at any time resign and be discharged from the trust hereby created as trustee by giving written notice of resignation thereof to the Master ServicerCompany, such resignation to be effective upon the appointment Authorized Agents, the Owner Trustees and the Loan Trustees. 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 Company, the Authorized Agents, the Owner Trustees, the Loan Trustees and one copy to its successor. If no successor trustee shall have been appointed and have accepted appointment the Trustee 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. Trustee. (c) The Trustee may be removed at any time by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Trustee, the Company, the Owner Trustees and the Loan Trustees. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310 of the Trust Indenture Act after written request therefor by the Company or by any Certificateholder who has been a bona fide Certificateholder for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 8.07 7.07 and shall fail to resign after written request for its resignation therefor by the Master Servicer, Company or if at by any time such Certificateholder; 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, or in any case, (i) 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 Company may remove the Trustee or (ii) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If a Responsible Officer of the Trustee shall obtain actual knowledge of an Avoidable Tax (as hereinafter defined) which has been or is likely to be asserted, the Trustee shall promptly notify the Company and shall, within 30 days of such notification, resign as Trustee hereunder unless within such 30-day period the Trustee shall have received notice that the Company has agreed to pay such tax. The Company shall promptly appoint a successor Trustee in a jurisdiction where there are no Avoidable Taxes. As used herein, an "Avoidable Tax" means a state or local tax: (i) upon (w) the Trust, (x) the Trust Property, (y) Certificateholders or (z) the Trustee for which the Trustee is entitled to seek reimbursement from the Trust Property, and (ii) which would be avoided if the Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if the Company or any Owner Trustee shall agree to pay, and shall pay, such tax. (f) If the Trustee shall resign, be removed or become incapable of acting as trustee by written instrumentor if a vacancy shall occur in the office of the Trustee for any cause, in duplicatethe Company shall promptly appoint a successor Trustee. If, one copy within 90 days after such resignation, removal or incapability, or other occurrence of which instrument such vacancy, a successor Trustee shall be appointed by Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust delivered to the Company, the Owner Trustees, the Loan Trustee so removed and one copy to the retiring Trustee, the successor trusteeTrustees so appointed shall, with the approval of the Company, which approval shall not be unreasonably withheld, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed as provided above. The Holders of Certificates evidencing If no successor Trustee shall have been so appointed as provided above and accepted appointment in the aggregate not less than 51% manner hereinafter provided, the resigning Trustee or any Certificateholder who has been a bona fide Certificateholder 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. (g) The successor Trustee of a Trust shall give notice 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 resignation 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 Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Certificateholders as provided their names and addresses appear in Section 8.09the Register. Each notice shall include the name of such successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the Outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. (1) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (2) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (3) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (4) If at any time time: (i) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (ii) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (iii) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (iv) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (4), with respect to all series. (5) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (6) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10 hereof. (b) The 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 Servicer, such resignation to be effective upon Company. If the appointment instrument of acceptance by a successor trustee. Upon receiving such notice of resignation, the Master Servicer Trustee required by Section 6.10 hereof 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. Trustee. (c) The Trustee may be removed at any time by Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company. (d) 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 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 6.7 hereof and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any Holder who has been a bona fide Holder of a Security for at least six months, or if at any time 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, or then, in any such case, (i) the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasonsCompany, then the Master Servicer shall by a Board Resolution, may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicateor (ii) subject to TIA Section 315(e), 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 Holder who has been obtained) may a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any time remove court of competent jurisdiction for 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 the appointment of a successor pursuant to Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the provisions Holders of this Section shall become effective a majority in aggregate principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor as Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder 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 appointment of a successor Trustee. The evidence of such successorship may, but need not be, evidenced by a supplemental indenture. (f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders of Securities in the manner provided for in Section 8.0915.5 hereof. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal. Appointment of Successor (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 5.9. (b) The 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 Servicer, such resignation to be effective upon Issuer. If the appointment instrument of acceptance by a successor trustee. Upon receiving such notice of resignation, the Master Servicer Trustee required by Section 5.9 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. Trustee. (c) The Trustee may be removed at any time by Action of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer. (d) 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 time: (1) 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, or or (2) the Master Servicer shall deem it necessary Trustee becomes incapable of acting as Trustee of this Indenture then, in order to change any such case, (i) the situs of the Trust Estate for state tax reasonsIssuer, then the Master Servicer shall by a Board Resolution, may remove the Trustee and appoint a successor trustee by written instrumentTrustee, 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 or (except that ii) 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 Holder who has been obtained) may a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, by a Board Resolution, shall promptly appoint a successor Trustee who shall have assigned to him each of the rights set forth in this Indenture including the Trustee's rights arising from the Security Documents. If any of the provisions Trustee's rights relating to or, arising from, the Security Documents are not assigned to the successor Trustee for whatever reason (including inability to assign such rights under Polish law), then Parent shall, within 30 days of this Section the appointment of the successor Trustee, enter into and procure that the other relevant parties enter into, new Security Documents in favour of the successor Trustee to grant to such successor Trustee any and all rights of the Trustee hereto in respect of the existing Security Documents and procure that the Subsidiaries make the statements of Submission to Voluntary Execution to the successor Trustee as are referenced herein. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall become effective be appointed by Action of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor as Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note 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. (f) The issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders of Notes in the manner provided for in Section 8.091.

Resignation and Removal. Assignment of Successor. (a) The Trustee, or any Trustee or Trustees hereafter appointed, 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 to the Master Servicer, Company and notice to the Securityholders of that series in the manner specified in Section 1.4 within 30 days after such resignation notice is given to be effective upon the appointment of a successor trusteeCompany. Upon receiving such notice of resignationresignation and, if the Company shall deem it appropriate, evidence satisfactory to it of such mailing, the Master Servicer Company shall promptly appoint a successor trustee 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 or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) by written instrument, in duplicateCompany Order, one copy of which instrument shall be delivered to the resigning entity Trustee and one copy to its successorthe successor Trustee. If no successor trustee Trustee with respect to the Securities of any series shall have been so appointed and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee of such series may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of that series for at least six months may, subject to the provisions of Section 6.8, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee with respect to the Securities of such series. If Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee with respect to the Securities of such series. (b) In case at any time any of the following shall occur (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.8 after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security or Securities for at least six months, unless the Trustee's duty to resign is stayed as provided in Section 7.8 of this Indenture, or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 7.9 and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy be adjudged a bankrupt or insolvency proceeding with respect to such entityinsolvent, or a receiver of such entity the Trustee or of its property shall be 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, or (4) the Company shall for any other reason determine that the Trustee shall be removed, provided that at the time of such removal there exists no Event of Default or no event which, with the Master Servicer shall deem it necessary passage of time or giving of notice, would become an Event of Default, then, in order to change any such case, the situs of the Trust Estate for state tax reasons, then the Master Servicer shall Company may remove the Trustee with respect to all Securities and appoint a successor trustee Trustee by written instrument, in duplicateOrder of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee, or, subject to the provisions of Section 6.8, any Securityholder who has been a bona fide Holder of a Security or Securities 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. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee. (c) The Holders of Certificates evidencing a majority in the aggregate not less than 51% principal amount of the Voting Interests represented by all Certificates (except that any Certificate registered in Securities at 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) time Outstanding may at any time remove the Trustee and appoint a successor Trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered delivery to the Master ServicerTrustee so removed, 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. Trustee and to the Company of the evidence provided for in Section 8.1 of the action taken by the Securityholders. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor Trustee or Trustees as provided in Section 8.097.11. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any cause, with respect to the Securities of one more series, the Company, by a Board Resolution, 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 or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and such successor Trustee or Trustees shall comply with the applicable requirements of Section 7.11. 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 appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 7.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee 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 and accepted appointment in the manner required by Section 7.11, any Holder 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 the Securities of such series. (f) 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 by giving notice of such event to all Holders of Securities of such series as provided by Section 1.4. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

Resignation and Removal. Appointment of Successor ------------------------------------------------- Trustee. ------- (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 610. (b) The Trustee Trustee, or any trustee or trustees hereafter appointed, may at any time resign and be discharged from the trust hereby created by giving written notice of resignation thereof to the Master Servicer, such resignation to be effective upon the appointment of a successor trusteeCompany. Upon receiving such notice of resignation, the Master Servicer Company shall promptly appoint a successor trustee by written instrumentinstrument executed by authority of the Board of Directors of the Company, in duplicate, one a copy of which instrument shall be delivered to the resigning entity Trustee and one a copy to its successorthe successor trustee. If no an instrument of acceptance by a successor trustee shall not have been appointed and have accepted appointment delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may may, or any Holder 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 appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor trustee. (c) The Trustee may be removed at any time by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company. If the Trustee is so removed by an Act of Holders, then any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of such Holder and all others similarly situated, petition a court of competent jurisdiction for appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder 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 8.07 608 and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any Holder who has been a bona fide Holder of a Security for at least six months, or if at any time 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 entityinsolvent, 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 case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Master Servicer shall deem it necessary in order to change Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of such Holder and all others similarly situated, petition any court of competent jurisdiction for the situs removal of the Trust Estate for state tax reasonsTrustee and the appointment of a successor trustee. Such court may thereupon, then the Master Servicer shall after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor trustee by written instrument, in duplicate, one copy of which instrument shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Trustee so removed Company and one copy to the retiring Trustee, the successor trusteetrustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor trustee and supersede the successor trustee appointed by the Company. The If no successor trustee shall have been so appointed by the Company or the Holders of Certificates evidencing the Securities and accepted appointment 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 Sellermanner hereinafter provided, the Master Servicer or Holder of any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests Security who has been obtained) may a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any time remove court of competent jurisdiction for the Trustee and appoint appointment of a successor by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set trustee. (f) The Company shall give notice 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 each resignation and one complete set of which shall be delivered to the successor so appointed. Any resignation or each removal of the Trustee and each appointment of a successor pursuant trustee by mailing written notice of such event by first-class mail, postage prepaid, to any the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the provisions successor trustee and the address of this Section shall become effective upon acceptance of appointment by the successor as provided in Section 8.09its Corporate Trust Office or agent hereunder.

Resignation and Removal. (1) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (2) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (3) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (4) If at any time time: (i) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (ii) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (iii) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (iv) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (4), with respect to all series. (5) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (6) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

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 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 ▇▇▇▇▇▇▇’ 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 case may be, may, on behalf of the Lenders and the Swap Banks, 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. (a) The Trustee or any successor hereafter appointed, may at any time resign and be discharged from with respect to the trust hereby created Debentures of one or more series by giving written notice thereof to the Company and by transmitting notice of resignation by mail, first class postage prepaid, to the Master ServicerDebentureholders of such series, such resignation to be effective as their names and addresses appear upon the appointment of a successor trusteeDebenture Register. Upon receiving such notice of resignation, the Master Servicer Company shall promptly appoint a successor trustee with respect to Debentures of such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning entity Trustee and one copy to its successorthe successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with respect to Debentures of such series, or any Debentureholder of that series who has been a bona fide holder of a Debenture or Debentures for at least six months may, subject to the provisions of Section 6.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. If Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appointment a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Debentureholder who has been a bona fide holder of a Debenture or Debentures for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 7.09 and shall fail to resign after written request for its resignation therefor by the Master Servicer, Company or if at by any time such Debentureholder; or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy be adjudged a bankrupt or insolvency proceeding with respect to such entityinsolvent, or a receiver of such entity the Trustee or of its property shall be 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, or then, in any such case, 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 Company may remove the Trustee with respect to all Debentures and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders , or, subject to the provisions of Certificates evidencing in Section 6.08, unless the aggregate not less than 51% Trustee's duty to resign is stated as provided herein, any Debentureholder who has been a bona fide holder of a Debenture or Debentures for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Voting Interests represented by all Certificates Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (except that any Certificate registered c) The holders of a majority in the name aggregate principal amount of the Seller, Debentures of any series at the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) time Outstanding may at any time remove the Trustee with respect to such series 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. trustee. (d) Any resignation or removal of the Trustee and appointment of a successor trustee with respect to the Debentures of a series pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.097.11. (e) Any successor trustee appointed pursuant to this Section may be appointed with respect to the Debentures of one or more series or all of such series, and at any time there shall be only one Trustee with respect to the Debentures of any particular series.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act; (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master Servicer, Company or if at by any time such Securityholder; (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entity, any series of Securities; or (4) the Trustee shall be adjudged a bankrupt or 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 a Board Resolution may remove the Trustee, with respect to the series, 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% case of the Voting Interests represented by Clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of Clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

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 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. Appointment of Successor. ------------------------ (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 611. (b) The 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 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. Trustee. (c) The Trustee may be removed at any time by Act of the Holders of a majority in aggregate principal amount of the Outstanding Notes, delivered to the Trustee and to the Company. (d) If at any time time: (1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six months, or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 8.07 609 and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Holder, or if at any time 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicateor (ii) subject to Section 514, 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 Holder who has been obtained) may a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any time remove court of competent jurisdiction for 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 the appointment of a successor pursuant to Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the provisions Holders of this Section shall become effective a majority in aggregate principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor as Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Note 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. (f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner provided in Section 8.09106. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal. (a) The Trustee may at any time resign and be discharged from the trust hereby created as Trustee by giving written notice of resignation its election to do so to the Master Trustor and the Servicer, . The Trustor or the Holder of the Class B Certificate or the Holders of a majority of the Outstanding Certificate Balance of the Class A Certificates may at any time upon 45 days prior written notice to the Trustee remove the Trustee. Any such resignation or removal shall take effect only upon the appointment by the Trustor of a successor Trustee subject to, and agreeing to be effective upon comply with, the terms and conditions of this Agreement. If at any time the Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property is appointed, or any public officer takes charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then any Holder of a Certificate may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Upon receiving such notice Trustee. (b) If at any time the Trustee notifies the Trustor that it elects to resign as Trustee, or if at any time the Trustor or the Holder of resignationthe Class B Certificate or the Holders of a majority of the Outstanding Certificate Balance of the Class A Certificates elect to remove the Trustee, the Master Servicer Trustor shall promptly appoint a successor trustee Trustee, which is to be a commercial bank with trust powers or a trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000 or all of whose obligations are guaranteed by written instrument, in duplicate, one copy a Person with a capital and surplus or net worth of which instrument shall be delivered to the resigning entity and one copy to its successorsuch amount. If no successor trustee shall have Trustee has been so appointed and have accepted appointment within 30 45 days after the giving of notice of such notice of resignationresignation or removal, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. If at any time Any corporation or association into or with which the Trustee shall cease to may be eligible in accordance with merged, consolidated or converted will be 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 successor of such entity Trustee without the execution or filing of its property shall be appointed, any document or any public officer shall take charge or control of further act. (c) Notwithstanding the Trustee or of the property or affairs of the Trustee for the purpose of rehabilitationforegoing, 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 no resignation or removal of the Trustee and appointment of a successor pursuant to any of in accordance with the provisions of this Section hereof shall become effective upon acceptance of until its successor Trustee has accepted its appointment by the successor as provided in Section 8.09hereunder.

Resignation and Removal. The Trustee may at If an Executive ceases to be employed by the LLC or any time resign of its Subsidiaries: A. for Cause (as defined below), such Executive’s Unvested Common Units and Vested Common Units shall be discharged from the trust hereby created by giving written notice of resignation cancelled and no longer deemed outstanding. Such cancelled Common Units shall thereafter be available for reissuance, subject to the Master Servicerrestrictions and limitations provided in the Agreement; or B. for any reason other than Cause, the LLC shall have the right to repurchase from such resignation Executive all Vested Common Units owned by such Executive at fair market value, as determined by an independent party chosen by the Board in good faith, and all of Executive’s Unvested Common Units shall be cancelled and no longer deemed outstanding. Such cancelled Unvested Common Units shall thereafter be available for reissuance, subject to the restrictions and limitations provided in the Agreement. If (1) an Executive ceases to be effective upon employed by the appointment LLC or any of its Subsidiaries as a successor trustee. Upon receiving result of the death or disability of such notice Executive, (2) a Trigger Event occurs within twelve months after such termination and (3) the IRR as of resignationthe Trigger Date would have resulted in the vesting of any Performance Shares had such Executive remained an employee of the LLC through the consummation of the Trigger Event, any Performance Shares that would have vested in connection with the Master Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument Trigger Event shall be delivered to deemed Vested Common Shares held by such Executive for purposes of Article VIII as of such Trigger Event. In the resigning entity and one copy to its successor. If no successor trustee shall event that any issued Common Units are cancelled, forfeited or repurchased by the LLC, any amounts which would 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 payable with respect to any such entityCommon Units, if such Common Units were not cancelled, forfeited or a receiver of such entity or of its property repurchased by the LLC, 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 paid to the Trustee so removed and one copy Members holding Preferred Units in proportion to the successor trustee. The Holders their respective number 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.Preferred Units

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 ▇▇▇▇▇▇▇’ 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. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created by giving written notice of resignation thereof to the Master Servicer, such resignation to be effective upon the appointment of a successor trusteeCompany. Upon receiving such notice of resignation, the Master Servicer The Company shall thereafter promptly appoint a successor trustee Trustee. If an instrument of acceptance by written instrument, in duplicate, one copy of which instrument a successor Trustee 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 resignation, the resigning Trustee Trustee, at the expense of the Company, may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. The Company shall thereafter promptly appoint a successor Trustee. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee, at the expense of the Company, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by Clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of Clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee, at the expense of the Company, may petition any court of competent jurisdiction for the appointment of a successor Trustee. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

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. 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 its own expense at any time resign and be discharged from the trust hereby created by giving written twenty (20) Business Days prior notice of resignation thereof to the Master ServicerCreditor Parties and the Borrower, and may be removed at any time with or without cause by the Majority Lenders by giving notice thereof to the Creditor Parties and the Borrower. Upon any such resignation or removal, the Majority Lenders shall have the right to be effective upon appoint, in consultation with the appointment of Borrower, a successor trustee. Upon receiving such notice of resignationSecurity Trustee or Agent, as 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 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 ▇▇▇▇▇▇▇’ 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 in consultation with the Borrower. 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 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 resign at any time resign upon notice in writing to MFS Fund Distributors, Inc. and may be discharged from removed by MFS Fund Distributors, Inc. at any time upon notice in writing to the Trustee. Any such notice of resignation or removal shall take effect on the date specified therein, which shall not be less than 30 days after the delivery thereof, unless such notice shall be waived by the party entitled to the notice. Upon such resignation or removal, MFS Fund Distributors, Inc. shall appoint a successor trustee, which successor shall be a "bank" (as defined in Code Section 408(n)) or such other person who has demonstrated to the satisfaction of the Commissioner of Internal Revenue that he will administer the trust hereby created in a manner consistent with the law. In the event that MFS Fund Distributors, Inc. exercises this power, the Individual or Beneficiary, if such Beneficiary is then receiving benefits under Paragraph 6.3, shall be deemed to have consented to such change of Trustee if no objection is received by giving MFS Fund Distributors, Inc. within 30 days after the Individual or Beneficiary receives written notice of the change. If within 30 days after the Trustee's resignation or removal MFS Fund Distributors, Inc. has not appointed a successor trustee that has accepted such appointment, the Trustee may apply to the Master Servicer, such resignation to be effective upon the a court of competent jurisdiction for appointment of a successor trustee. Upon receiving such notice receipt by the Trustee of resignation, written acceptance of appointment by 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 transfer and pay over to be eligible in accordance with such successor the provisions assets of Section 8.07 the Roth IRA Account and shall fail all records pertaining thereto. The Trus▇▇▇ ▇▇ ▇uthorized, however, to resign after written request reserve such sum of money as it may deem advisable for payment of all its resignation by the Master Servicerfees, compensation, costs and expenses, or if at for payment of any time other liabilities constituting a charge on or against the Trustee shall become incapable assets of acting, the Roth IRA Account or an order for relief shall have been entered in any bankruptcy on or insolvency proceeding with respect to such entity, or a receiver against the Trustee. Any balance re▇▇▇▇▇▇▇ after payment of such entity or of its property items 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 paid over 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 successor trustee shall thereafter be taken into account in determining whether the requisite Voting Interests has been obtained) may at any time remove deemed to be the Trustee and appoint under this Agreement. If a new sponsor is used as a successor by written instrument or instrumentstrustee, in triplicatethen the new sponsor cannot rely upon the opinion letter issued to MFS Fund Distributors, 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.Inc.

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 ▇▇▇▇▇▇ 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 trustee▇▇▇▇▇▇ Bank, which court may thereupon, upon such notice as it shall deem proper, appoint a successor ▇▇▇▇▇▇ Bank. If Upon acceptance of appointment by a successor ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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. (a) The Trustee or any successor hereafter appointed, may at any time resign and be discharged from with respect to the trust hereby created Debentures of one or more series by giving written notice thereof to the Company and the Guarantor and by transmitting notice of resignation by mail, first class postage prepaid, to the Master ServicerHolders of such series, such resignation to be effective as their names and addresses appear upon the appointment of a successor trusteeDebenture Register. Upon receiving such notice of resignation, the Master Servicer Company shall promptly appoint a successor trustee with respect to Debentures of such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning entity Trustee and one copy to its successorthe successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with respect to Debentures of such series, or any Holder of that series who has been a bona fide holder of a Debenture or Debentures for at least six months may, subject to the provisions of Section 6.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. If Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (i) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company, the Guarantor or by any Holder who has been a bona fide holder of a Debenture or Debentures for at least six months; or (ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 7.09 and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany, the Guarantor or if at by any time such Holder; or (iii) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy be adjudged a bankrupt or insolvency proceeding with respect to such entityinsolvent, or a receiver of such entity the Trustee or of its property shall be 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, or then, in any such case, the Master Servicer shall deem it necessary in order to change Company and the situs of the Trust Estate for state tax reasons, then the Master Servicer shall Guarantor may remove the Trustee with respect to all Debentures and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of Certificates evidencing in the aggregate not less than 51% such notice of the Voting Interests represented by all Certificates (except that any Certificate registered in the name of the Sellerremoval, 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 may petition any court 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.competent jurisdiction for the

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 ▇▇▇▇▇▇▇’ 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. Appointment of Successor. (a) No resignation or removal of the Agent and no appointment of a successor Agent pursuant to this Article shall become effective until the acceptance of appointment by the successor Agent in accordance with the applicable requirements of Section 6.10. (b) The Trustee Agent may at any time resign and be discharged from the trust hereby created by giving written notice of resignation thereof to the Master ServicerCorporation and the Holders, in accordance with Section 11.05 and Section 11.06, 60 days prior to the effective date of such resignation resignation. The Agent may be removed at any time upon 60 days’ notice by the filing with it of an instrument in writing signed on behalf of the Corporation and specifying such removal and the date when it is intended to be effective upon become effective. If the appointment instrument of acceptance by a successor trustee. Upon receiving such notice of resignation, the Master Servicer Agent required by Section 6.10 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 Agent within 30 days after the giving of such notice of resignation, the resigning Trustee Agent may petition any court of competent jurisdiction for the appointment of a successor trustee. Agent. (c) If at any time time (i) the Trustee Agent shall cease to be eligible in accordance with under Section 6.08, [**or shall cease to be eligible as Collateral Agent hereunder or as Trustee under the provisions of Section 8.07 Indenture,] and shall fail to resign after written request for its resignation therefor by the Master ServicerCorporation or by any Holder, or if at any time or (ii) the Trustee Agent shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entitythe Units or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of such entity the Agent or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee Agent or of the its property or affairs of the Trustee for the purpose of rehabilitation, conversion conservation or liquidation, or then, in any such case, (A) the Master Servicer shall deem it necessary in order to change the situs of the Trust Estate for state tax reasonsCorporation, then the Master Servicer shall by Board Resolution, may remove the Trustee Agent and appoint a successor trustee Agent, or (B) any Holder who has been a bona fide Holder of a Unit 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 Agent and the appointment of a successor Agent or Agents. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Agent and appoint a successor Agent. (d) If the Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Agent for any cause, the Corporation, by written instrumentBoard Resolution, shall promptly appoint a successor Agent or Agents (other than the Corporation) and shall comply with the applicable requirements of Section 6.10. If no successor Agent shall have been so appointed by the Corporation and accepted appointment in duplicatethe manner required by Section 6.10, one copy any Holder who has been a bona fide Holder of which instrument a Unit 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 Agent. (e) The Corporation shall be delivered give, or shall cause such successor Agent to give, notice of each resignation and each removal of the Trustee so removed Agent and one copy each appointment of a successor Agent to the successor trustee. The all Holders of Certificates evidencing Units in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in accordance with Section 11.06. Each notice shall include the name of the Seller, successor Agent and 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 address 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 8.09its Corporate Trust Office.

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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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. Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The 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 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed at any time by Act of the Holders of a majority in principal amount of the Outstanding Securities, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder 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 6.09 and shall fail to resign after written request for its resignation therefor by the Master Servicer, Company or if at by any time such Holder; 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 may remove the Trustee, or the Master Servicer shall deem it necessary in order (ii) subject to change the situs of the Trust Estate for state tax reasonsSection 5.14, 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 Holder who has been obtained) may a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any time remove court of competent jurisdiction for 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 the appointment of a successor pursuant to Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the provisions Holders of this Section shall become effective a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of appointment by the successor as provided in Section 8.09.such appointment, become

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. Trustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the Outstanding Securities of that series, delivered to the Trustee and to the Company. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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 a Board Resolution may remove the Trustee, with respect to the series, or in the Master Servicer shall deem it necessary in order case of clause (4), with respect to change all series, or (ii) subject to Section 5.14, any Securityholder 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, and at the situs expense of the Trust Estate Company petition any court of competent jurisdiction 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign and be discharged from the trust hereby created 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first−class mail, postage prepaid, to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. The Trustee may resign at any time resign upon notice to MFS Fund Distributors, Inc. and may be discharged from removed by MFS Fund Distributors, Inc. at any time upon notice to the trust hereby created by giving written Trustee, any such notice to be given in accordance with Section 7.1. Any such notice of resignation or removal shall take effect on the date specified therein, which shall not be less than 30 days after the delivery thereof, unless such notice shall be waived by the party entitled to the Master Servicer, notice. The Responsible Person expressly agrees that upon such resignation or removal, MFS Fund Distributors, Inc. shall appoint a successor trustee, which successor shall be a “bank” (as defined in Code Section 408(n)) or such other person who has demonstrated to the satisfaction of the Commissioner of Internal Revenue that he will administer the trust in a manner consistent with the law. In the event that MFS Fund Distributors, Inc. appoints a successor trustee, the Responsible Person shall be effective upon deemed to have consented to such change of Trustee if no objection is received by MFS Fund Distributors, Inc. within 30 days after the date notice of the change is transmitted to the Responsible Person. If within 30 days after the Trustee’s resignation or removal, MFS Fund Distributors, Inc. has not appointed a successor trustee that has accepted such appointment, the Trustee may apply to a court of competent jurisdiction for appointment of a successor trustee. Upon receiving such notice receipt by the Trustee of resignation, acceptance of appointment by 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 , given in accordance with Section 7.1, the Trustee shall cease transfer and pay over to be eligible in accordance with such successor the provisions assets of Section 8.07 the Education Account and shall fail all records pertaining thereto. The Trustee is authorized, however, to resign after written request reserve such sum of money as it may deem advisable for payment of all its resignation by the Master Servicerfees, compensation, costs and expenses, or if at for payment of any time other liabilities constituting a charge on or against the Trustee shall become incapable assets of acting, the Education Account or an order for relief shall have been entered in any bankruptcy on or insolvency proceeding with respect to such entity, or a receiver against the Trustee. Any balance remaining after payment of such entity or of its property items 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 paid over to the successor trustee. The Holders successor trustee shall thereafter be deemed to be the Trustee under this Agreement. MFS Funds Distributor, Inc. is the owner and sponsor 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 this MFS ▇▇▇▇▇▇▇▇▇ Education Savings AccountAgreement. This document may not be taken into account in determining whether used by another entity without the requisite Voting Interests has been obtained) may at any time remove the Trustee and appoint a successor by express written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set consent 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.MFS Funds Distributor,Inc.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time resign by giving written notice thereof to the Company and be discharged from the trust hereby created hereby. If an instrument of acceptance 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 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 resignation, the resigning Trustee (at the Company’s expense) may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee (at the Company’s expense) may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by Clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of ▇▇▇▇▇▇ (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid (or delivering electronically in accordance with the applicable procedures of the Depository), to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

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 Banks and the Borrower, 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 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 shall remove retiring Security Trustee or Agent, as the Trustee case may be, may, on behalf of the Lenders and the Swap Banks, 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. (a) The Trustee Agent may resign at any time resign and be discharged from the trust hereby created by giving 30 days written notice of resignation thereof to the Master ServicerBanks and the Company. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent, which successor Agent shall (unless an Event of Default has then occurred and is continuing) be reasonably acceptable to the Company. If no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the Banks, appoint an Agent or custodian which shall be a Banks or a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000 and which shall be reasonably acceptable to the Company (unless an Event of Default has occurred and is continuing). Any such resignation to shall be effective upon the appointment of a successor trusteeAgent. Upon receiving such notice the acceptance of resignation, any appointment as the Master Servicer shall promptly appoint Agent hereunder by a successor trustee by written instrumentAgent, in duplicatesuch successor Agent shall thereupon succeed to and become vested with all the rights, one copy powers, privileges and duties of which instrument the retiring Agent, and the retiring Agent shall be delivered to discharged from its duties and obligations, under this Agreement and the resigning entity and one copy to its successorother Loan Documents. 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 After 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 retiring Agent's resignation or removal of hereunder as the Trustee and appointment of a successor pursuant to any of Agent, the provisions of this Section 7 shall become effective inure to its benefit as to any actions taken or omitted to be taken by it while it was acting as the Agent under this Agreement and any other Loan Document. (b) If the Agent is placed in receivership or conservatorship or ceases to be eligible to serve as depository or document custodian on behalf of FNMA, FHLMC or GNMA, the Required Banks (excluding the Agent in its capacity as a Bank) shall have the right to remove the Agent upon acceptance written notice to the Agent. Upon submission of appointment by the such notice, such Required Banks may designate a successor as provided in Section 8.09agent.

Resignation and Removal. Appointment of Successor Trustee (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. (b) 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 Company. If the appointment instrument of acceptance by a successor trustee. Upon receiving such notice of resignation, the Master Servicer Trustee required by Section 611 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 10 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. Trustee with respect to the Securities of such series. (c) 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. (d) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 608 with respect to any series of Securities after written request therefor by the Company or by any Holder 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 8.07 609 and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Holder, or if at any time 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 514, any Holder 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. (e) 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 a Board Resolution, shall promptly appoint a successor trustee by written instrument, in duplicate, 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 delivered only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If no successor Trustee so removed and one copy with respect to the Securities of any series shall have been so appointed by the Company and accepted appointment in the manner required by Section 611, any Holder 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. Trustee with respect to the Securities of such series. (f) 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 by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Certificates evidencing Securities of such series as their names and addresses appear in the aggregate not less than 51% of the Voting Interests represented by all Certificates (except that any Certificate registered in Security Register. 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. (a) The Trustee or any successor hereafter appointed, may at any time resign and be discharged from with respect to the trust hereby created Debentures of one or more series by giving written notice thereof to the Company and by transmitting notice of resignation by mail, first class postage prepaid, to the Master ServicerDebentureholders of such series, such resignation to be effective as their names and addresses appear upon the appointment of a successor trusteeDebenture Register. Upon receiving such notice of resignation, the Master Servicer Company shall promptly appoint a successor trustee with respect to Debentures of such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning entity Trustee and one copy to its successorthe successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with respect to Debentures of such series, or any Debentureholder of that series who has been a bona fide holder of a Debenture or Debentures for at least six months may, subject to the provisions of Section 6.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. If Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appointment a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Debentureholder who has been a bona fide holder of a Debenture or Debentures for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 7.09 and shall fail to resign after written request for its resignation therefor by the Master Servicer, Company or if at by any time such Debentureholder; or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy be adjudged a bankrupt or insolvency proceeding with respect to such entityinsolvent, or a receiver of such entity the Trustee or of its property shall be 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, or then, in any such case, 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 Company may remove the Trustee with respect to all Debentures and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders , or, subject to the provisions of Certificates evidencing in Section 6.08, unless the aggregate not less than 51% Trustee's duty to resign is stated as provided herein, any Debentureholder who has been a bona fide holder of a Debenture or Debentures for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Voting Interests represented by all Certificates Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (except that any Certificate registered c) The holders of a majority in the name aggregate principal amount of the Seller, Debentures of any series at the Master Servicer or any affiliate thereof will not be taken into account in determining whether the requisite Voting Interests has been obtained) time Outstanding may at any time remove the Trustee with respect to such series 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 trustee with respect to the Master Servicer, one complete set Debentures of which shall be delivered such series by delivering to the entity or entities Trustee so removed and one complete set of which shall be delivered removed, to the successor so appointed. appointed and to the Company the evidence provided for in Section 8.01 of the action in that regard to be taken by the Debentureholders. (d) Any resignation or removal of the Trustee and appointment of a successor trustee with respect to the Debentures of a series pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.097.11. (e) Any successor trustee appointed pursuant to this Section may be appointed with respect to the Debentures of one or more series or all of such series, and at any time there shall be only one Trustee with respect to the Debentures of any particular series.

Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (a) The Trustee may resign with respect to any series of Securities at any time resign by giving written notice thereof to the Company and be discharged from the trust hereby created hereby. If an instrument of acceptance 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 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 resignation, the resigning Trustee (at the Company’s expense) may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. (b) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee (at the Company’s expense) may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) If at any time time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or (2) the Trustee shall cease to be eligible in accordance under Section 6.09 with the provisions respect to any series of Section 8.07 Securities and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Securityholder, or if at any time or (3) the Trustee shall become incapable of acting, or an order for relief shall have been entered in any bankruptcy or insolvency proceeding acting with respect to such entityany series of Securities, or (4) the Trustee shall be adjudged a bankrupt or 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, or then, in any such case, (i) 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 Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrumentTrustee, in duplicate, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing series, or in the aggregate not less than 51% case of the Voting Interests represented by Clause (4), with respect to all Certificates series, or (except that ii) subject to Section 5.14, 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 Securityholder who has been obtained) may 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 time remove court of competent jurisdiction for 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 the appointment of a successor pursuant Trustee with respect to the series, or, in the case of ▇▇▇▇▇▇ (4), with respect to all series. (d) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the provisions Trustee with respect to any series of this Section Securities for any cause, the Company, by Board Resolution, shall become effective promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that 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 such series. (e) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid (or delivering electronically in accordance with the applicable procedures of the Depository), to the Holders of Securities of that series as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal. Appointment of Successor. ------------------------ (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The 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 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 resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. Trustee. (c) The Trustee may be removed at any time by Act of the Holders of a majority in principal amount of the Outstanding Securities, delivered to the Trustee and to the Company. (d) If at any time time: (1) the Trustee shall fail to comply with Section 6.8(a) after written request therefor by the Company or by any Holder 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 6.9 and shall fail to resign after written request for its resignation therefor by the Master ServicerCompany or by any such Holder, or if at any time 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 liquidationliquidation then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, or the Master Servicer shall deem it necessary in order (ii) subject to change the situs of the Trust Estate for state tax reasonsSection 5.14, 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 Holder who has been obtained) may a bona fide Holder of a Security for at least six -43- 53 months may, on behalf of himself and all others similarly situated, petition any time remove court of competent jurisdiction for 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 the appointment of a successor pursuant to Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the provisions Holders of this Section shall become effective a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of appointment such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder 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 appointment of a successor Trustee. (f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to all Holders as provided their names and addresses appear in Section 8.09the Security Register. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.