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

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

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

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

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

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

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

Resignation and Removal. 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.