Common use of Resignation of the Owner Trustee; Appointment of Successor Clause in Contracts

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause by giving at least thirty (30) days' prior written notice to each Holder, the Agent and Lessee; provided, however, that such resignation shall not be effective until the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). The Owner Trustee may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and with sixty (60) days' prior written notice to the Owner Trustee, a copy of which notice shall be concurrently delivered by the Majority Holders to the Agent and Lessee. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). In case of the resignation or removal of the Owner Trustee, the Holders may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediately. If a successor Owner Trustee shall not have been appointed within thirty (30) days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or any Holder may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and thereupon such successor Owner Trustee, without further act shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c), be the Owner Trustee under this Trust Agreement without further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause (and shall immediately resign if it ceases to be an Eligible Trustee) by giving at least thirty (30) days' prior 30 days written notice to each Holderthe Certificateholders, the Depositor, the Collateral Agent and Lessee; providedthe Administrators, however, that such resignation shall not to be effective until on the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. The Depositor shall remove the Owner Trustee by written notice, a copy of which shall be concurrently delivered by the Depositor to the Certificateholders, the Collateral Agent and the Administrators, if the Owner Trustee ceases to be an Eligible Trustee and fails to resign immediately. The Owner Trustee otherwise may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and Certificateholders with sixty (60) 60 days' prior written notice to the Owner Trusteenotice, a copy of which notice shall be concurrently delivered by the Majority Holders Certificateholders to the Depositor, the Collateral Agent and Lesseethe Administrators. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. In case of the resignation or removal of the Owner Trustee, the Holders Certificateholders may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyCertificateholders. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee Trustee, the Depositor, the Administrators or any Holder the Certificateholders may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee and the Depositor an instrument accepting such appointmentappointment and shall furnish a photocopy of such instrument to the Certificateholders and the Collateral Agent, and thereupon such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, Trustee and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee shall promptly file a certificate of amendment to the Certificate of Trust, identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware. (d) Any successor Owner Trustee shall be an Eligible Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary termshereunder. (de) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c)) hereof, be the Owner Trustee under this Trust Agreement without any further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause (and shall immediately resign if it ceases to be an Eligible Trustee) by giving at least thirty (30) days' prior 60 days written notice to each Holderthe Certificateholders, the Agent Depositor, the Indenture Trustee and Lessee; providedthe General Administrator, however, that such resignation shall not to be effective until on the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. The Depositor shall remove the Owner Trustee by written notice, a copy of which shall be concurrently delivered by the Depositor to the Certificateholders, the Indenture Trustee and the General Administrator, if the Owner Trustee ceases to be an Eligible Trustee and fails to resign immediately. The Owner Trustee otherwise may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and Certificateholders with sixty (60) 60 days' prior written notice to the Owner Trusteenotice, a copy of which notice shall be concurrently delivered by the Majority Holders Certificateholders to the Agent Depositor, the Indenture Trustee and Lesseethe General Administrator. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. In case the event of the resignation or removal of the Owner Trustee, the Holders Certificateholders may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyCertificateholders. If a successor Owner Trustee shall not have been appointed within thirty (30) 60 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee Trustee, the Depositor, the Indenture Trustee, the General Administrator or any Holder the Certificateholders may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee and the Indenture Trustee an instrument accepting such appointmentappointment and shall furnish a photocopy of such instrument to the Certificateholders, and thereupon such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, Trustee and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee shall be an Eligible Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary termshereunder. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c)) hereof, be the Owner Trustee under this Deposit Trust Agreement without any further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee Xxxxxxx may resign at any time without cause (and shall immediately resign if it ceases to be an Eligible Trustee) by giving at least thirty ([60] [30) days' prior ] days written notice to each Holderthe Certificateholders, the Depositor, the Collateral Agent and Lessee; providedthe Administrators, however, that such resignation shall not to be effective until on the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. The Depositor shall remove the Owner Trustee by written notice, a copy of which shall be concurrently delivered by the Depositor to the Certificateholders, the Collateral Agent and the Administrators, if the Owner Trustee ceases to be an Eligible Trustee and fails to resign immediately. The Owner Trustee otherwise may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and Certificateholders with sixty (60) 60 days' prior written notice to the Owner Trusteenotice, a copy of which notice shall be concurrently delivered by the Majority Holders Certificateholders to the Depositor, the Collateral Agent and Lesseethe Administrators. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. In case of the resignation or removal of the Owner Trustee, the Holders Certificateholders may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyCertificateholders. If a successor Owner Trustee shall not have been appointed within thirty ([60] [30) ] days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee Trustee, the Depositor, the Administrators or any Holder the Certificateholders may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and thereupon such successor Owner Trustee, without further act shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c), be the Owner Trustee under this Trust Agreement without further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign as the Owner Trustee at any time without cause by giving at least thirty (30) days' prior written notice to each Holder, the Agent and Lessee; provided, however, that such resignation shall not be effective until the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). The Owner Trustee may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and with sixty (60) days' prior written notice to the Owner TrusteeParticipant, a copy of which notice shall be concurrently delivered by the Majority Holders Indenture Trustee and the Lessee, such resignation to the Agent and Lessee. Any such removal shall be effective upon on the acceptance of appointment by a successor to the Owner Trustee under paragraph (b) of this Section 9.1(b)8.1. In addition, the Owner Participant at any time may remove the Owner Trustee without cause by an instrument in writing delivered to the Owner Trustee, the Indenture Trustee and the Lessee, such 1. In case of the resignation or removal of the Owner Trustee, the Holders Owner Participant may appoint a successor to the Owner Trustee by an instrument in writing, signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyParticipant. If a successor to the Owner Trustee shall not have been appointed within thirty sixty (3060) days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or any Holder the Owner Participant may apply to any court of competent jurisdiction to appoint a successor to the Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above providedprovided in this Section 8. 1. Any successor to the Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor to the Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such courtin this Section 8.1. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointmentappointment and shall give the Owner Participant, the Indenture Trustee and thereupon Lessee written notice of such acceptance. Upon the execution and delivery of such instrument, such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee a trustee herein; but neverthelessprovided, however, that upon the written request of such successor Owner Trustee Trustee, such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor trustee as the Owner TrusteeTrustee hereunder, and such predecessor Owner Trustee trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor trustee as the Owner Trustee upon the trusts herein expressed. Upon the appointment of any successor Owner Trustee hereunder, the predecessor Owner Trustee, pursuant to written instructions of the Owner Participant, will execute all documents and take all reasonable action within its control in order to cause title to the Trust Estate to be transferred to the successor Owner Trustee. (c) Any successor Owner Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America (and which bank or trust company shall satisfy any and all requirements applicable to a "trustee" under the Delaware Business Trust Act) and having a combined capital and surplus of at least $50,000,000100,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shallshall be, subject to compliance with the terms of paragraph (c) of this Section 9.1(c)8.1, be the Owner Trustee [Trust Agreement (GARC II 98-A)] under this Trust Agreement without further act; provided, that such corporation shall in no event be the Indenture Trustee or the Collateral Agent.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign as the Owner Trustee at any time without cause by giving at least thirty (30) days' prior written notice to each the Agent Certificate Holder, the Administrative Agent and the Lessee; provided, however, that such resignation shall not to be effective until on the acceptance of appointment by a successor to the Owner Trustee under paragraph (b) of this Section 9.1(b8.1 (which successor Trustee shall be subject to prior consent by the Lessee which shall not be unreasonably withheld and shall not be required during the continuance of a Default or Event of Default). The Owner Trustee may be removed with or without cause In addition, the Agent Certificate Holder at any time may remove the Owner Trustee without cause by the Majority Holders upon consent to such removal by the Agent and with sixty (60) days' prior written notice an instrument in writing delivered to the Owner Trustee, a copy of which notice shall be concurrently delivered by the Majority Holders to the Administrative Agent and the Lessee. Any , such removal shall to be effective upon the acceptance of appointment by a successor to the Owner Trustee under paragraph (b) of this Section 9.1(b8.1 (which successor Trustee shall be subject to prior consent by the Lessee which shall not be unreasonably withheld and shall not be required during the continuance of a Default or Event of Default). In case of the resignation or removal of the Owner Trustee, the Holders Agent Certificate Holder may appoint a successor to the Owner Trustee by an instrument in writing, signed by the Majority Holders; provided, however, that such Agent Certificate Holder (which successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) subject to prior consent by the Lessee which shall not be treated as a resignation hereunder unreasonably withheld and shall not be effective immediatelyrequired during the continuance of a Default or an Event of Default). If a successor to the Owner Trustee shall not have been appointed within thirty (30) days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or any the Agent Certificate Holder may apply to any court of competent jurisdiction to appoint a successor to the Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above providedprovided in this Section 8.1. Any successor to the Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor to the Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such courtin this Section 8.1. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointmentappointment and shall give the Agent Certificate Holder, the Administrative Agent and thereupon the Lessee written notice of such acceptance. Upon the execution and delivery of such instrument, such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts Lessor Trust hereunder with like effect as if originally named an Owner Trustee a trustee herein; but neverthelessprovided, however, that upon the written request of such successor Owner Trustee Trustee, such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor trustee as the Owner TrusteeTrustee hereunder, and such predecessor Owner Trustee trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor trustee as the Owner Trustee upon the trusts herein expressed. Upon the appointment of any successor Owner Trustee hereunder, the predecessor Owner Trustee, pursuant to written instructions of the Agent Certificate Holder, will execute all documents and take all reasonable action within its control in order to cause title to the Trust Estate to be transferred to the successor Owner Trustee. (c) Any successor Owner Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America America, qualified to act as trustee hereunder and having a combined capital and surplus of at least $50,000,000100,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shallshall be, subject to compliance with the terms of paragraph (c) of this Section 9.1(c)8.1, be the Owner Trustee under this Trust Agreement without further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause by giving at least thirty (30) 30 days' prior written notice to each Holder, the Administrative Agent and the Lessee; provided, however, however that such resignation shall not be effective until the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). The Owner Trustee may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Administrative Agent and with sixty (60) 60 days' prior written notice to the Owner Trustee, a copy of which notice shall be concurrently delivered by the Majority Holders to the Administrative Agent and the Lessee. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). In case of the resignation or removal of the Owner Trustee, the Holders may appoint a successor Owner Trustee by an instrument signed by the Majority Holderseach Holder; provided, however, that such successor Owner Trustee must be approved by the Administrative Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediately. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or any Holder may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and thereupon such successor Owner Trustee, without further act shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but neverthelessbut, the foregoing notwithstanding, upon the written request of such successor Owner Trustee Trustee, such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c), be the Owner Trustee under this Trust Agreement without further act.such

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause (and shall immediately resign if it ceases to be an Eligible Trustee) by giving at least thirty (30) days' prior 60 days written notice to each Holderthe Certificateholders, the Agent Depositor, the Indenture Trustee and Lessee; providedthe Manager, however, that such resignation shall not to be effective until on the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. The Depositor shall remove the Owner Trustee by written notice, a copy of which shall be concurrently delivered by the Depositor to the Certificateholders, the Indenture Trustee and the Manager, if the Owner Trustee ceases to be an Eligible Trustee and fails to resign immediately. The Owner Trustee otherwise may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and Certificateholders with sixty (60) 60 days' prior written notice to the Owner Trusteenotice, a copy of which notice shall be concurrently delivered by the Majority Holders Certificateholders to the Agent Depositor, the Indenture Trustee and Lesseethe Manager. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. In case of the resignation or removal of the Owner Trustee, the Holders Certificateholders may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyCertificateholders. If a successor Owner Trustee shall not have been appointed within thirty (30) 60 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee Trustee, the Depositor, the Indenture Trustee, the Manager or any Holder the Certificateholders may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee and the Indenture Trustee an instrument accepting such appointmentappointment and shall furnish a photocopy of such instrument to the Certificateholders, and thereupon such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, Trustee and such predecessor Owner Trustee shall duly assign, transfertransfer , deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee shall be an Eligible Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary termshereunder. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c)) hereof, be the Owner Trustee under this Deposit Trust Agreement without any further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause (and shall immediately resign if it ceases to be an Eligible Trustee) by giving at least thirty (30) days' 60 days prior written notice to each Holderthe Certificateholders and the Company as provided herein, to the Manager as provided in the Management Agreement and to the Indenture Trustee, the Agent Master Servicer and Lessee; providedthe Special Servicer as provided in the Servicing Agreement, however, that such resignation shall not to be effective until on the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. The Company shall remove the Owner Trustee by written notice, a copy of which shall be concurrently delivered by the Company to the Certificateholders, the Manager, the Indenture Trustee and the Master Servicer, the Special Servicer as provided above, if the Owner Trustee ceases to be an Eligible Trustee and fails to resign immediately. The Owner Trustee otherwise may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and Certificateholders with sixty (60) days' 60 days prior written notice to the Owner Trusteenotice, a copy of which notice shall be concurrently delivered by the Majority Holders Certificateholders to the Agent Company, the Manager, the Indenture Trustee, the Master Servicer and Lesseethe Special Servicer as provided above. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. In case of the resignation or removal of the Owner Trustee, the Holders Company may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyCompany. If a successor Owner Trustee shall not have been appointed within thirty (30) 60 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or any Holder may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee and the Company as provided herein, to the Manager as provided in the Management Agreement and to the Indenture Trustee, the Master Servicer and the Special Servicer as provided in the Servicing Agreement an instrument accepting such appointmentappointment and shall furnish copies of such instrument to the Certificateholders, and thereupon such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee Trustee, such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, Trustee and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee, however appointed, Trustee shall be a bank or trust company incorporated an Eligible Trustee and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there shall be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary termshereunder. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c)) hereof, be the Owner Trustee under this Trust Agreement without any further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause (and shall immediately resign if it ceases to be an Eligible Trustee) by giving at least thirty (30) days' prior 60 days written notice to each Holderthe Ownership Certificateholder, the Agent Depositor, the Indenture Trustee and Lessee; providedthe Administrator, however, that such resignation shall not to be effective until on the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. The Depositor shall remove the Owner Trustee by written notice, a copy of which shall be concurrently delivered by the Depositor to the Ownership Certificateholder, the Indenture Trustee and the Administrator, if the Owner Trustee ceases to be an Eligible Trustee and fails to resign immediately. The Owner Trustee otherwise may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and Ownership Certificateholder with sixty (60) 60 days' prior written notice to the Owner Trusteenotice, a copy of which notice shall be concurrently delivered by the Majority Holders Ownership Certificateholder to the Agent Depositor, the Indenture Trustee and Lesseethe Administrator. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. In case the event of the resignation or removal of the Owner Trustee, the Holders Ownership Certificateholder may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyOwnership Certificateholder. If a successor Owner Trustee shall not have been appointed within thirty (30) 60 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee Trustee, the Depositor, the Indenture Trustee, the Administrator or any Holder the Ownership Certificateholder may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee and the Indenture Trustee an instrument accepting such appointmentappointment and shall furnish a photocopy of such instrument to the Ownership Certificateholder, and thereupon such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, Trustee and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee shall be an Eligible Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable and shall not be an Affiliate of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or customary termsthe Indenture Trustee or any Ownership Certificateholder at the time of its appointment. (d) Any corporation entity into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation entity resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation entity to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c)) hereof, be the Owner Trustee under this Deposit Trust Agreement without any further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause by giving at least thirty (30) days' prior written notice to each Holder, the Agent and Lessee; provided, however, that such resignation shall not be effective until the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). The Owner Trustee may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and with sixty (60) days' prior written notice to the Owner Trustee, a copy of which notice shall be concurrently delivered by the Majority Holders to the Agent and Lessee. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). In case of the resignation or removal of the Owner Trustee, the Holders may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediately. If a successor Owner Trustee shall not have been appointed within thirty (30) days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or any Holder may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and thereupon such successor Owner Trustee, without further act shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c), be the Owner Trustee under this Trust Agreement without further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause by giving at least thirty (30) days' prior written notice to each Holder, the Agent and Lessee; provided, however, that such resignation shall not be effective until the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). The Owner Trustee may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and with sixty (60) days' prior written notice to the Owner Trustee, a copy of which notice shall be concurrently delivered by the Majority Holders to the Agent and Lessee. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). In case of the resignation or removal of the Owner Trustee, the Holders may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediately. If a successor Owner Trustee shall not have been appointed within thirty (30) days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or any Holder may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and thereupon such successor Owner Trustee, without further act shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and 17 21 having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c), be the Owner Trustee under this Trust Agreement without further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign as the Owner Trustee at any time without cause by giving at least thirty (30) days' prior written notice to each Holder, the Agent and Lessee; provided, however, that such resignation shall not be effective until the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). The Owner Trustee may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and with sixty (60) days' prior written notice to the Owner Participant, the Indenture Trustee and the Lessee, such resignation to be effective on the acceptance of appointment by a successor to the Owner Trustee under paragraph (b) of this Section 8.1. In addition, the Owner Participant at any time may remove the Owner Trustee without cause by an instrument in writing delivered to the Owner Trustee, a copy of which notice shall be concurrently delivered by the Majority Holders to Indenture Trustee and the Agent and Lessee. Any , such removal shall to be effective upon the acceptance of appointment by a successor to the Owner Trustee under paragraph (b) of this Section 9.1(b)8. 1. In case of the resignation or removal of the Owner Trustee, the Holders Owner Participant may appoint a successor to the Owner Trustee by an instrument in writing, signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyParticipant. If a successor to the Owner Trustee shall not have been appointed within thirty sixty (3060) days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or any Holder may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above providedthe 1. Any successor to the Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor to the Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such courtin this Section 8.1. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointmentappointment and shall give the Owner Participant, the Indenture Trustee and thereupon Lessee written notice of such acceptance. Upon the execution and delivery of such instrument, such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee a trustee herein; but neverthelessprovided, however, that upon the written request of such successor Owner Trustee Trustee, such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor trustee as the Owner TrusteeTrustee hereunder, and such predecessor Owner Trustee trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor trustee as the Owner Trustee upon the trusts herein expressed. Upon the appointment of any successor Owner Trustee hereunder, the predecessor Owner Trustee, pursuant to written instructions of the Owner Participant, will execute all documents and take all reasonable action within its control in order to cause title to the Trust Estate to be transferred to the successor Owner Trustee. (c) Any successor Owner Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America (and which bank or trust company shall satisfy any and all requirements applicable to a "trustee" under the Delaware Business Trust Act) and having a combined capital and surplus of at least $50,000,000150,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shallshall be, subject to compliance with the terms of paragraph (c) of this Section 9.1(c)8.1, be the Owner Trustee under this Trust Agreement without further act.; provided, that such corporation shall in no event be the Indenture Trustee. [Trust Agreement (GARC II 98-A)]

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign as the Owner Trustee at any time without cause by giving at least thirty (30) days' prior written notice to each Holderthe Owner Participant, the Agent Indenture Trustee and the Lessee; provided, however, that such resignation shall not to be effective until on the acceptance of appointment by a successor to the Owner Trustee under paragraph (b) of this Section 9.1(b)8.1. The In addition, the Owner Trustee may be removed with or without cause Participant at any time may remove the Owner Trustee without cause by the Majority Holders upon consent to such removal by the Agent and with sixty (60) days' prior written notice an instrument in writing delivered to the Owner Trustee, a copy of which notice shall be concurrently delivered by the Majority Holders to Indenture Trustee and the Agent and Lessee. Any , such removal shall to be effective upon the acceptance of appointment by a successor to the Owner Trustee under paragraph (b) of this Section 9.1(b)8. 1. In case of the resignation or removal of the Owner Trustee, the Holders Owner Participant may appoint a successor to the Owner Trustee by an instrument in writing, signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyParticipant. If a successor to the Owner Trustee shall not have been appointed within thirty (30) days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or any Holder the Owner Participant may apply to any court of competent jurisdiction to appoint a successor to the Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided 1. Any successor to the Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor to the Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such courtin this Section 8.1. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointmentappointment and shall give the Owner Participant, the Indenture Trustee and thereupon Lessee written notice of such acceptance. Upon the execution and delivery of such instrument, such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee a trustee herein; but neverthelessprovided, however, that upon the written request of such successor Owner Trustee Trustee, such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor trustee as the Owner TrusteeTrustee hereunder, and such predecessor Owner Trustee trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor trustee as the Owner Trustee upon the trusts herein expressed. Upon the appointment of any successor Owner Trustee hereunder, the predecessor Owner Trustee, pursuant to written instructions of the Owner Participant, will execute all documents and take all reasonable action within its control in order to cause title to the Trust Estate to be transferred to the successor Owner Trustee. (c) Any successor Owner Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000100,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shallshall be, subject to compliance with the terms of paragraph (c) of this Section 9.1(c)8.1, be the Owner Trustee under this Trust Agreement without further act; provided, that such corporation shall in no event be the Indenture Trustee.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause (and shall immediately resign if it ceases to be an Eligible Trustee) by giving at least thirty (30) days' prior 60 days written notice to each Holderthe Certificateholders, the Agent Depositor, the Indenture Trustee and Lessee; providedthe Manager, however, that such resignation shall not to be effective until on the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. The Depositor shall remove the Owner Trustee by written notice, a copy of which shall be concurrently delivered by the Depositor to the Certificateholders, the Indenture Trustee and the Manager, if the Owner Trustee ceases to be an Eligible Trustee and fails to resign immediately. The Owner Trustee otherwise may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and Certificateholders with sixty (60) 60 days' prior written notice to the Owner Trusteenotice, a copy of which notice shall be concurrently delivered by the Majority Holders Certificateholders to the Agent Depositor, the Indenture Trustee and Lesseethe Manager. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. In case of the resignation or removal of the Owner Trustee, the Holders Certificateholders may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyCertificateholders. If a successor Owner Trustee shall not have been appointed within thirty (30) 60 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee Trustee, the Depositor, the Indenture Trustee, the Manager or any Holder the Certificateholders may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee and the Indenture Trustee an instrument accepting such appointmentappointment and shall furnish a photocopy of such instrument to the Certificateholders, and thereupon such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, Trustee and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee shall be an Eligible Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary termshereunder. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c)) hereof, be the Owner Trustee under this Deposit Trust Agreement without any further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause (and shall immediately resign if it ceases to be an Eligible Trustee) by giving at least thirty (30) days' prior 60 days written notice to each Holderthe Certificateholders, the Agent Depositor, the Indenture Trustee and Lessee; providedthe Administrator, however, that such resignation shall not to be effective until on the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)9.1 (b) hereof. The Depositor shall remove the Owner Trustee by written notice, a copy of which shall be concurrently delivered by the Depositor to the Certificateholders, the Indenture Trustee and the Administrator, if the Owner Trustee ceases to be an Eligible Trustee and fails to resign immediately. The Owner Trustee otherwise may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and Certificateholders with sixty (60) 60 days' prior written notice to the Owner Trusteenotice, a copy of which notice shall be concurrently delivered by the Majority Holders Certificateholders to the Agent Depositor, the Indenture Trustee and Lesseethe Administrator. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)9.1 (b) hereof. In case of the resignation or removal of the Owner Trustee, the Holders Certificateholders may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyCertificateholders. If a successor Owner Trustee shall not have been appointed within thirty (30) 60 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee Trustee, the Depositor, the Indenture Trustee, the Administrator or any Holder the Certificateholders may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee and the Indenture Trustee an instrument accepting such appointmentappointment and shall furnish a photocopy of such instrument to the Certificateholders and the Rating Agencies, and thereupon such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, Trustee and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee shall be an Eligible Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary termshereunder. (d) Any corporation Person into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation Person to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c)) hereof, be the Owner Trustee under this Trust Agreement without any further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause by giving at least thirty (30) days' prior written notice to each Holder, the Agent and Lessee; provided, however, that such resignation shall not be effective until the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). The Owner Trustee may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and with sixty (60) days' prior written notice to the Owner TrusteeTrustee (unless a Credit Agreement Default or Credit Agreement Event of Default shall be continuing, in which case only three (3) days notice need be provided), a copy of which notice shall be concurrently delivered by the Majority Holders to the Agent and Lessee. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). In case of the resignation or removal of the Owner Trustee, the Holders may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediately. If a successor Owner Trustee shall not have been appointed within thirty (30) days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or any Holder may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and thereupon such successor Owner Trustee, without further act shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000250,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c), be the Owner Trustee under this Trust Agreement without further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause by giving at least thirty (30) 30 days' prior written notice to each Holder, the Administrative Agent and the Lessee; provided, however, however that such resignation shall not be effective until the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). The Owner Trustee may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Administrative Agent and with sixty (60) 60 days' prior written notice to the Owner Trustee, a copy of which notice shall be concurrently delivered by the Majority Holders to the Administrative Agent and the Lessee. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). In case of the resignation or removal of the Owner Trustee, the Holders may appoint a successor Owner Trustee by an instrument signed by the Majority Holderseach Holder; provided, however, that such successor Owner Trustee must be approved by the Administrative Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediately. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or any Holder may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and thereupon such successor Owner Trustee, without further act shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but neverthelessbut, the foregoing notwithstanding, upon the written request of such successor Owner Trustee Trustee, such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee, however appointed, shall, to the extent the provisions of the Louisiana Trust Code shall then be deemed to apply to the Trust, be an individual, and otherwise a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c), be the Owner Trustee under this Trust Agreement without further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause (and shall immediately resign if it ceases to be an Eligible Trustee) by giving at least thirty (30) days' prior 60 days written notice to each Holderthe Certificateholders, the Agent Depositor, the Indenture Trustee and Lessee; providedthe Administrator, however, that such resignation shall not to be effective until on the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. The Depositor shall remove the Owner Trustee by written notice, a copy of which shall be concurrently delivered by the Depositor to the Certificateholders, the Indenture Trustee and the Administrator, if the Owner Trustee ceases to be an Eligible Trustee and fails to resign immediately. The Owner Trustee otherwise may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and Certificateholders with sixty (60) 60 days' prior written notice to the Owner Trusteenotice, a copy of which notice shall be concurrently delivered by the Majority Holders Certificateholders to the Agent Depositor, the Indenture Trustee and Lesseethe Administrator. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)) hereof. In case the event of the resignation or removal of the Owner Trustee, the Holders Certificateholders may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyCertificateholders. If a successor Owner Trustee shall not have been appointed within thirty (30) 60 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee Trustee, the Depositor, the Indenture Trustee, the Administrator or any Holder the Certificateholders may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee and the Indenture Trustee an instrument accepting such appointmentappointment and shall furnish a photocopy of such instrument to the Certificateholders, and thereupon such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, Trustee and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee shall be an Eligible Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary termshereunder. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c)) hereof, be the Owner Trustee under this Deposit Trust Agreement without any further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign at any time without cause by giving at least thirty (30) days' prior written notice to each Holder, the Agent and Lessee; provided, however, that such resignation shall not be effective until the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). The Owner Trustee may be removed with or without cause at any time by the Majority Holders upon consent to such removal by the Agent and Holder with sixty (60) days' prior written notice to the Owner Trustee, a copy of which notice shall be concurrently delivered by the Majority Holders to the Agent and Lessee. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee under Section 9.1(b). In case of the resignation or removal of the Owner Trustee, the Holders Holder may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by the AgentTrustee. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediately. If a successor Owner Trustee shall not have been appointed within thirty (30) days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or any the Holder may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and thereupon such successor Owner Trustee, without further act shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c), be the Owner Trustee under this Trust Agreement without further act.

Resignation of the Owner Trustee; Appointment of Successor. (a) The Owner Trustee may resign with respect to either or both Sub-Trusts at any time without cause (and shall immediately resign if it ceases to be an Eligible Owner Trustee) by giving at least thirty (30) days' prior 60 days written notice to each Holderthe Certificateholders, the Agent Depositors, UBS and Lessee; providedthe Administrator, however, that such resignation shall not to be effective until on the acceptance of appointment by a successor Owner Trustee under Section 9.1(b)8.1(b) hereof. The Depositors shall remove the Owner Trustee by written notice, a copy of which shall be concurrently delivered by the Depositors to the Certificateholders, UBS and the Administrator, if the Owner Trustee ceases to be an Eligible Owner Trustee and fails to resign immediately. The Owner Trustee otherwise may be removed with respect to a Sub-Trust with or without cause at any time (i) by the Majority Holders Certificateholders holding a majority of the Voting Rights for such respective Sub-Trust Estate or (ii) by UBS, upon consent written notice from UBS to the Owner Trustee that a default or Event of Default under any of the Facility Agreements to which such removal by the Agent Sub-Trust is a party has occurred and is continuing with sixty (60) days' ’ prior written notice having been given to the Owner Trustee, Trustee by UBS a copy of which notice shall be concurrently delivered by the Majority Holders such Certificateholders to the Agent related Depositor, UBS and Lesseethe Administrator. Any such removal shall be effective upon the acceptance of appointment by a successor Owner Trustee with respect to such Sub-Trust under Section 9.1(b)8.1 (b) hereof. In the case of the resignation or removal of the Owner Trustee, the Holders Certificateholders for each respective Sub-Trust Estate, or in the case of the removal of the Owner Trustee for one Sub-Trust only (or upon written notice from UBS to the Owner Trustee that a default or Event of Default under any of the Facility Agreements to which such Sub-Trust has occurred and is continuing) UBS may appoint a successor Owner Trustee by an instrument signed by the Majority Holders; provided, however, that such successor Owner Trustee must be approved by respective Certificateholders or UBS for the Agent. In the event the Owner Trustee shall be an individual, his death or incapacity, or termination of employment (whether voluntary or involuntary) with First Security Bank, National Association (or a successor corporate Owner Trustee) shall be treated as a resignation hereunder and shall be effective immediatelyrespective Sub-Trust. If a successor Owner Trustee for the respective Sub-Trust shall not have been appointed within thirty (30) 60 days after the giving of written notice of such resignation or the delivery of the written such instrument with respect to such removal, the Owner Trustee Trustee, the Depositors, UBS, the Administrator or any Holder the Certificateholders for the respective Sub-Trust may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed and shall have accepted its appointment as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one (1) year from the date of the appointment by such court. (b) Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee and UBS an instrument accepting such appointmentappointment and shall furnish a photocopy of such instrument to the Certificateholders, and thereupon such successor Owner Trustee, without further act act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named an Owner Trustee herein; but nevertheless, upon the written request of such successor Owner Trustee such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor Owner Trustee, Trustee and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all moneys or other property then held by such predecessor Owner Trustee upon the trusts herein expressed. (c) Any successor Owner Trustee shall be an Eligible Owner Trustee, however appointed, shall be a bank or trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary termshereunder. (d) Any corporation Person into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation Person to which substantially all the corporate trust business of the Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c)8.1 (c) hereof, be the Owner Trustee under this Trust Agreement without any further act.