Common use of Resignation of Trust Advisor Clause in Contracts

Resignation of Trust Advisor. (a) Except as otherwise provided in Section 10.8(b), the Trust Advisor shall not resign from the obligations and duties hereby imposed on it unless it determines that the Trust Advisor’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Trust Advisor shall be evidenced by an opinion of counsel to such effect delivered to the Master Servicer, the Certificate Administrator, the Depositor and the Trustee. (b) The Trust Advisor (at its cost and expense and not at the expense of the Trust) will have the right to resign from its obligations and duties under this Agreement and recommend the replacement of the Trust Advisor (which shall be an Eligible Trust Advisor), provided that the Trust Advisor shall (i) pay, or reimburse the Certificate Administrator or the Trust, as applicable, for, all of the reasonable costs and expenses to be incurred by the Trust Advisor, the Certificate Administrator and/or the Trust, as applicable, in connection with obtaining the vote to replace the Trust Advisor (and such fees and expenses will not constitute Additional Trust Expenses), (ii) pay any amounts in the nature of Trust Advisor Fees, costs or expenses, to the extent such amounts are in excess of the amounts being paid to the Trust Advisor prior to its resignation, necessary to obtain or payable to a replacement Trust Advisor, (iii) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no consent shall be required), obtain the consent (which shall be obtained prior to any solicitation of votes described below) of the Controlling Class Representative during any Subordinate Control Period and any Collective Consultation Period, which consent shall be deemed to have been granted if no objection is made within thirty (30) days following the Controlling Class Representative’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn and (iv) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no vote seeking consent shall be conducted), obtain the requisite vote of Certificateholders as provided below. In such event, the Trust Advisor shall deliver to the Certificate Administrator, with a copy to the Trustee, the 17g-5 Information Provider and the Special Servicer, a written recommendation (along with relevant information justifying its recommendation) of a suggested replacement Trust Advisor, which recommendation shall include a ballot that identifies the proposed replacement and that allows the Holders of Principal Balance Certificates to approve or object to such recommendation and, further, shall clearly and conspicuously include on the face thereof the following legend (in all capital letters and at least 14 point font): “FAILURE TO AFFIRMATIVELY OBJECT TO THIS RECOMMENDATION WITHIN 180 DAYS OF THE DATE HEREOF SHALL BE DEEMED AN AFFIRMATIVE CONSENT TO REPLACE THE EXISTING TRUST ADVISOR WITH THE RECOMMENDED SUCCESSOR TRUST ADVISOR IDENTIFIED IN THIS RECOMMENDATION”. The Certificate Administrator shall post such written recommendation on the Certificate Administrator’s Website. The Trust Advisor’s recommendation of a successor Trust Advisor must be confirmed by an affirmative vote of Holders of Principal Balance Certificates evidencing at least 66-2/3% of the aggregate Voting Rights of all Principal Balance Certificates; provided that if any Holder of Principal Balance Certificates does not affirmatively object within 180 days of the date on which such written recommendation was posted on the Certificate Administrator’s Website, then such Holder shall be deemed to have consented to the replacement of the existing Trust Advisor with the recommended successor Trust Advisor. If so confirmed, the Trustee shall terminate all of the rights and obligations of the then existing Trust Advisor under this Agreement and appoint the successor Trust Advisor approved or deemed approved by the Certificateholders (provided that such successor trust advisor is an Eligible Trust Advisor). The terminated Trust Advisor’s rights to indemnification, payment of outstanding fees, reimbursement of expenses and other rights set forth in this Agreement shall survive its termination or resignation. (c) No resignation pursuant to this Section 10.8 shall become effective until a successor Trust Advisor appointed as provided in Section 10.12(d) shall have assumed the Trust Advisor’s responsibilities and obligations under this Agreement.

Resignation of Trust Advisor. (a) Except as otherwise provided in Section 10.8(b), the Trust Advisor shall not resign from the obligations and duties hereby imposed on it unless it determines that the Trust Advisor’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Trust Advisor shall be evidenced by an opinion of counsel to such effect delivered to the Master Servicer, the Certificate Administrator, the Depositor and the Trustee. (b) The Trust Advisor (at its cost and expense and not at the expense of the Trust) will have the right to resign from its obligations and duties under this Agreement and recommend the replacement of the Trust Advisor (which shall be an Eligible Trust Advisor), provided that the Trust Advisor shall (i) pay, or reimburse the Certificate Administrator or the Trust, as applicable, for, all of the reasonable costs and expenses to be incurred by the Trust Advisor, the Certificate Administrator and/or the Trust, as applicable, in connection with obtaining the vote to replace the Trust Advisor (and such fees and expenses will not constitute Additional Trust Expenses), (ii) pay any amounts in the nature of Trust Advisor Fees, costs or expenses, to the extent such amounts are in excess of the amounts being paid to the Trust Advisor prior to its resignationtermination, necessary to obtain or payable to a replacement Trust Advisor, (iii) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no consent shall be required), obtain the consent (which shall be obtained prior to any solicitation of votes described below) of the Controlling Class Representative during any Subordinate Control Period and any Collective Consultation Period, which consent shall be deemed to have been granted if no objection is made within thirty (30) days following the Controlling Class Representative’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn and (iv) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no vote seeking consent shall be conducted), obtain the requisite vote of Certificateholders as provided below. In such event, the Trust Advisor shall deliver to the Certificate Administrator, with a copy to the Trustee, the 17g-5 Information Provider and the Special Servicer, a written recommendation detailing the reasons supporting its position (along with relevant information justifying its recommendation) of and recommending a suggested replacement Trust Advisor, which recommendation shall include a ballot that identifies the proposed replacement and that allows the Holders of Principal Balance Certificates to approve or object to such recommendation and, further, shall clearly and conspicuously include on the face thereof the following legend (in all capital letters and at least 14 point font): “FAILURE TO AFFIRMATIVELY OBJECT TO THIS RECOMMENDATION WITHIN 180 DAYS OF THE DATE HEREOF SHALL BE DEEMED AN AFFIRMATIVE CONSENT TO REPLACE THE EXISTING TRUST ADVISOR WITH THE RECOMMENDED SUCCESSOR TRUST ADVISOR IDENTIFIED IN THIS RECOMMENDATION”. The Certificate Administrator shall post such written recommendation on the Certificate Administrator’s Website. The Trust Advisor’s recommendation of a successor Trust Advisor must be confirmed by an affirmative vote of Holders of Principal Balance Certificates evidencing at least 66-2/3% of the aggregate Voting Rights of all Principal Balance Certificates; provided that if any Holder of Principal Balance Certificates does not affirmatively object within 180 days of the date on which such written recommendation was posted on the Certificate Administrator’s Website, then such Holder shall be deemed to have consented to the replacement of the existing Trust Advisor with the recommended successor Trust Advisor. If so confirmed, the Trustee shall terminate all of the rights and obligations of the then existing Trust Advisor under this Agreement and appoint the successor Trust Advisor approved or deemed approved by the Certificateholders (provided that such successor trust advisor is an Eligible Trust Advisor). The terminated Trust Advisor’s rights to indemnification, payment of outstanding fees, reimbursement of expenses and other rights set forth in this Agreement shall survive its termination or resignation. (c) No resignation pursuant to this Section 10.8 shall become effective until a successor Trust Advisor appointed as provided in Section 10.12(d) shall have assumed the Trust Advisor’s responsibilities and obligations under this Agreement.

Resignation of Trust Advisor. (a) Except as otherwise provided in Section 10.8(b), the Trust Advisor shall not resign from the obligations and duties hereby imposed on it unless it determines that the Trust Advisor’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Trust Advisor shall be evidenced by an opinion of counsel to such effect delivered to the Master Servicer, the Certificate Administrator, the Depositor and the Trustee. (b) The Trust Advisor (at its cost and expense and not at the expense of the Trust) will have the right to resign from its obligations and duties under this Agreement and recommend the replacement of the Trust Advisor (which shall be an Eligible Trust Advisor), provided that the Trust Advisor shall (i) pay, or reimburse the Certificate Administrator or the Trust, as applicable, for, all of the reasonable costs and expenses to be incurred by the Trust Advisor, the Certificate Administrator and/or the Trust, as applicable, in connection with obtaining the vote to replace the Trust Advisor (and such fees and expenses will not constitute Additional Trust Expenses), (ii) pay any amounts in the nature of Trust Advisor Fees, costs or expenses, to the extent such amounts are in excess of the amounts being paid to the Trust Advisor prior to its resignation, necessary to obtain or payable to a replacement Trust Advisor, (iii) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no consent shall be required), obtain the consent (which shall be obtained prior to any solicitation of votes described below) of the Controlling Class Representative during any Subordinate Control Period and any Collective Consultation Period, which consent shall be deemed to have been granted if no objection is made within thirty (30) days following the Controlling Class Representative’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn and (iv) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no vote seeking consent shall be conducted), obtain the requisite vote of Certificateholders as provided below. In such event, the Trust Advisor shall deliver to the Certificate Administrator, with a copy to the Trustee, the 17g-5 Information Provider and the Special Servicer, a written recommendation detailing the reasons supporting its position (along with relevant information justifying its recommendation) of and recommending a suggested replacement Trust Advisor, which recommendation shall include a ballot that identifies the proposed replacement and that allows the Holders of Principal Balance Certificates to approve or object to such recommendation and, further, shall clearly and conspicuously include on the face thereof the following legend (in all capital letters and at least 14 point font): “FAILURE TO AFFIRMATIVELY OBJECT TO THIS RECOMMENDATION WITHIN 180 DAYS OF THE DATE HEREOF SHALL BE DEEMED AN AFFIRMATIVE CONSENT TO REPLACE THE EXISTING TRUST ADVISOR WITH THE RECOMMENDED SUCCESSOR TRUST ADVISOR IDENTIFIED IN THIS RECOMMENDATION”. The Certificate Administrator shall post such written recommendation on the Certificate Administrator’s Website. The Trust Advisor’s recommendation of a successor Trust Advisor must be confirmed by an affirmative vote of Holders of Principal Balance Certificates evidencing at least 66-2/3% of the aggregate Voting Rights of all Principal Balance Certificates; provided that if any Holder of Principal Balance Certificates does not affirmatively object within 180 days of the date on which such written recommendation was posted on the Certificate Administrator’s Website, then such Holder shall be deemed to have consented to the replacement of the existing Trust Advisor with the recommended successor Trust Advisor. If so confirmed, the Trustee shall terminate all of the rights and obligations of the then existing Trust Advisor under this Agreement and appoint the successor Trust Advisor approved or deemed approved by the Certificateholders (provided that such successor trust advisor is an Eligible Trust Advisor). The terminated Trust Advisor’s rights to indemnification, payment of outstanding fees, reimbursement of expenses and other rights set forth in this Agreement shall survive its termination or resignation. (c) No resignation pursuant to this Section 10.8 shall become effective until a successor Trust Advisor appointed as provided in Section 10.12(d) shall have assumed the Trust Advisor’s responsibilities and obligations under this Agreement.

Resignation of Trust Advisor. (a) Except as otherwise provided in Section 10.8(b), the Trust Advisor shall not resign from the obligations and duties hereby imposed on it unless it determines that the Trust Advisor’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Trust Advisor shall be evidenced by an opinion of counsel to such effect delivered to the Master Servicer, the Certificate Administrator, the Depositor and the Trustee. (b) The Trust Advisor (at its cost and expense and not at the expense of the Trust) will have the right to resign from its obligations and duties under this Agreement and recommend the replacement of the Trust Advisor (which shall be an Eligible Trust Advisor), provided that the Trust Advisor shall (i) pay, or reimburse the Certificate Administrator or the Trust, as applicable, for, all of the reasonable costs and expenses to be incurred by the Trust Advisor, the Certificate Administrator and/or the Trust, as applicable, in connection with obtaining the vote to replace the Trust Advisor (and such fees and expenses will not constitute Additional Trust Expenses), (ii) pay any amounts in the nature of Trust Advisor Fees, costs or expenses, to the extent such amounts are in excess of the amounts being paid to the Trust Advisor prior to its resignation, necessary to obtain or payable to a replacement Trust Advisor, (iii) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no consent shall be required), obtain the consent (which shall be obtained prior to any solicitation of votes described below) of the Controlling Class Representative during any Subordinate Control Period and any Collective Consultation Period, which consent shall be deemed to have been granted if no objection is made within thirty (30) days following the Controlling Class Representative’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn and (iv) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no vote seeking consent shall be conducted), obtain the requisite vote of Certificateholders as provided below. In such event, the Trust Advisor shall deliver to the Certificate Administrator, with a copy to the Trustee, the 17g-5 Information Provider and the Special Servicer, a written recommendation detailing the reasons supporting its position (along with relevant information justifying its recommendation) of and recommending a suggested replacement Trust Advisor, which recommendation shall include a ballot that identifies the proposed replacement and that allows the Holders of Principal Balance Certificates to approve or object to such recommendation and, further, shall clearly and conspicuously include on the face thereof the following legend (in all capital letters and at least 14 point font): “FAILURE TO AFFIRMATIVELY OBJECT TO THIS RECOMMENDATION WITHIN 180 DAYS OF THE DATE HEREOF SHALL BE DEEMED AN AFFIRMATIVE CONSENT TO REPLACE THE EXISTING TRUST ADVISOR WITH THE RECOMMENDED SUCCESSOR TRUST ADVISOR IDENTIFIED IN THIS RECOMMENDATION”. The Certificate Administrator shall post such written recommendation on the Certificate Administrator’s Website. The Trust Advisor’s recommendation of a successor Trust Advisor must be confirmed by an affirmative vote of Holders of Principal Balance Certificates evidencing at least 66-2/3% of the aggregate Voting Rights of all Principal Balance Certificates; provided that if any Holder of Principal Balance Certificates does not affirmatively object within 180 one hundred eighty (180) days of the date on which such written recommendation was posted on the Certificate Administrator’s Website, then such Holder shall be deemed to have consented to the replacement of the existing Trust Advisor with the recommended successor Trust Advisor. If so confirmed, the Trustee shall terminate all of the rights and obligations of the then existing Trust Advisor under this Agreement and appoint the successor Trust Advisor approved or deemed approved by the Certificateholders (provided that such successor trust advisor is an Eligible Trust Advisor). The terminated Trust Advisor’s rights to indemnification, payment of outstanding fees, reimbursement of expenses and other rights set forth in this Agreement shall survive its termination or resignation. (c) No resignation pursuant to this Section 10.8 shall become effective until a successor Trust Advisor appointed as provided in Section 10.12(d) shall have assumed the Trust Advisor’s responsibilities and obligations under this Agreement.

Resignation of Trust Advisor. (a) Except as otherwise provided in Section 10.8(b), the Trust Advisor shall not resign from the obligations and duties hereby imposed on it unless it determines that the Trust Advisor’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Trust Advisor shall be evidenced by an opinion of counsel to such effect delivered to the Master Servicer, the Certificate Administrator, the Depositor and the Trustee. (b) The Trust Advisor (at its cost and expense and not at the expense of the Trust) will have the right to resign from its obligations and duties under this Agreement and recommend the replacement of the Trust Advisor (which shall be an Eligible Trust Advisor), provided that the Trust Advisor shall (i) pay, or reimburse the Certificate Administrator or the Trust, as applicable, for, all of the reasonable costs and expenses to be incurred by the Trust Advisor, the Certificate Administrator and/or the Trust, as applicable, in connection with obtaining the vote to replace the Trust Advisor (and such fees and expenses will not constitute Additional Trust Expenses), (ii) pay any amounts in the nature of Trust Advisor Fees, costs or expenses, to the extent such amounts are in excess of the amounts being paid to the Trust Advisor prior to its resignationtermination, necessary to obtain or payable to a replacement Trust Advisor, and (iii) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no consent shall be required), obtain the consent (which shall be obtained prior to any solicitation of votes described below) of the Controlling Class Representative during any Subordinate Control Period and any Collective Consultation Period, which consent shall be deemed to have been granted if no objection is made within thirty (30) days following the Controlling Class Representative’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn and (iv) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no vote seeking consent shall be conducted), obtain the requisite vote of Certificateholders as provided below. In such event, the Trust Advisor shall deliver to the Certificate Administrator, with a copy to the Trustee, the 17g-5 Information Provider and the Special Servicer, a written recommendation detailing the reasons supporting its position (along with relevant information justifying its recommendation) of and recommending a suggested replacement Trust Advisor, which recommendation shall include a ballot that identifies the proposed replacement and that allows the Holders of Principal Balance Certificates to approve or object to such recommendation and, further, shall clearly and conspicuously include on the face thereof the following legend (in all capital letters and at least 14 point font): “FAILURE TO AFFIRMATIVELY OBJECT TO THIS RECOMMENDATION WITHIN 180 DAYS OF THE DATE HEREOF SHALL BE DEEMED AN AFFIRMATIVE CONSENT TO REPLACE THE EXISTING TRUST ADVISOR WITH THE RECOMMENDED SUCCESSOR TRUST ADVISOR IDENTIFIED IN THIS RECOMMENDATION”. The Certificate Administrator shall post such written recommendation on the Certificate Administrator’s Website. The Trust Advisor’s recommendation of a successor Trust Advisor must be confirmed by an affirmative vote of Holders of Principal Balance Certificates evidencing at least 66-2/3% of the aggregate Voting Rights of all Principal Balance Certificates; provided that if any Holder of Principal Balance Certificates does not affirmatively object within 180 days of the date on which such written recommendation was posted on the Certificate Administrator’s Website, then such Holder shall be deemed to have consented to the replacement of the existing Trust Advisor with the recommended successor Trust Advisor. If so confirmed, the Trustee shall terminate all of the rights and obligations of the then existing Trust Advisor under this Agreement and to appoint the successor Trust Advisor approved or deemed approved by the Certificateholders (provided that such successor trust advisor is an Eligible Trust Advisor), subject to the consent of the Controlling Class Representative during any Subordinate Control Period and any Collective Consultation Period, which consent shall be deemed to have been granted if no objection is made within thirty (30) days following the Controlling Class Representative’s receipt of the request for consent and, if granted, such consent cannot thereafter be revoked or withdrawn. The terminated Trust Advisor’s rights to indemnification, payment of outstanding fees, reimbursement of expenses and other rights set forth in this Agreement shall survive its termination or resignation. (c) No resignation pursuant to this Section 10.8 shall become effective until a successor Trust Advisor appointed as provided in Section 10.12(d) shall have assumed the Trust Advisor’s responsibilities and obligations under this Agreement.

Resignation of Trust Advisor. (a) Except as otherwise provided in Section 10.8(b), the Trust Advisor shall not resign from the obligations and duties hereby imposed on it unless it determines that the Trust Advisor’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Trust Advisor shall be evidenced by an opinion of counsel to such effect delivered to the Master Servicer, the Certificate Administrator, the Depositor and the Trustee. (b) The Trust Advisor (at its cost and expense and not at the expense of the Trust) will have the right to resign from its obligations and duties under this Agreement and recommend the replacement of the Trust Advisor (which shall be an Eligible Trust Advisor), provided that the Trust Advisor shall (i) pay, or reimburse the Certificate Administrator or the Trust, as applicable, for, all of the reasonable costs and expenses to be incurred by the Trust Advisor, the Certificate Administrator and/or the Trust, as applicable, in connection with obtaining the vote to replace the Trust Advisor (and such fees and expenses will not constitute Additional Trust Expenses), (ii) pay any amounts in the nature of Trust Advisor Fees, costs or expenses, to the extent such amounts are in excess of the amounts being paid to the Trust Advisor prior to its resignationtermination, necessary to obtain or payable to a replacement Trust Advisor, and (iii) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no consent shall be required), obtain the consent (which shall be obtained prior to any solicitation of votes described below) of the Controlling Class Representative during any Subordinate Control Period and any Collective Consultation Period, which consent shall be deemed to have been granted if no objection is made within thirty (30) days following the Controlling Class Representative’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn and (iv) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no vote seeking consent shall be conducted), obtain the requisite vote of Certificateholders as provided below. In such event, the Trust Advisor shall deliver to the Certificate Administrator, with a copy to the Trustee, the 17g-5 Information Provider and the Special Servicer, a written recommendation detailing the reasons supporting its position (along with relevant information justifying its recommendation) of and recommending a suggested replacement Trust Advisor, which recommendation shall include a ballot that identifies the proposed replacement and that allows the Holders of Principal Balance Certificates to approve or object to such recommendation and, further, shall clearly and conspicuously include on the face thereof the following legend (in all capital letters and at least 14 point font): “FAILURE TO AFFIRMATIVELY OBJECT TO THIS RECOMMENDATION WITHIN 180 DAYS OF THE DATE HEREOF SHALL BE DEEMED AN AFFIRMATIVE CONSENT TO REPLACE THE EXISTING TRUST ADVISOR WITH THE RECOMMENDED SUCCESSOR TRUST ADVISOR IDENTIFIED IN THIS RECOMMENDATION”. The Certificate Administrator shall post such written recommendation on the Certificate Administrator’s Website. The Trust Advisor’s recommendation of a successor Trust Advisor must be confirmed by an affirmative vote of Holders of Principal Balance Certificates evidencing at least 66-2/3% of the aggregate Voting Rights of all Principal Balance Certificates; provided that if any Holder of Principal Balance Certificates does not affirmatively object within 180 days of the date on which such written recommendation was posted on the Certificate Administrator’s Website, then such Holder shall be deemed to have consented to the replacement of the existing Trust Advisor with the recommended successor Trust Advisor. If so confirmed, the Trustee shall terminate all of the rights and obligations of the then existing Trust Advisor under this Agreement and to appoint the successor Trust Advisor approved or deemed approved by the Certificateholders (provided that such successor trust advisor is an Eligible Trust Advisor)Certificateholders, subject to the consent of the Controlling Class Representative during any Subordinate Control Period and any Collective Consultation Period. The terminated Trust Advisor’s rights to indemnification, payment of outstanding fees, reimbursement of expenses and other rights set forth in this Agreement shall survive its termination or resignation. (c) No resignation pursuant to this Section 10.8 shall become effective until a successor Trust Advisor appointed as provided in Section 10.12(d) shall have assumed the Trust Advisor’s responsibilities and obligations under this Agreement.

Resignation of Trust Advisor. (a) Except as otherwise provided in Section 10.8(b), the Trust Advisor shall not resign from the obligations and duties hereby imposed on it unless it determines that the Trust Advisor’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Trust Advisor shall be evidenced by an opinion of counsel to such effect delivered to the Master Servicer, the Certificate Administrator, the Depositor and the Trustee. (b) The Trust Advisor (at its cost and expense and not at the expense of the Trust) will have the right to resign from its obligations and duties under this Agreement and recommend the replacement of the Trust Advisor (which shall be an Eligible Trust Advisor), provided that the Trust Advisor shall (i) pay, or reimburse the Certificate Administrator or the Trust, as applicable, for, all of the reasonable costs and expenses to be incurred by the Trust Advisor, the Certificate Administrator and/or the Trust, as applicable, in connection with obtaining the vote to replace the Trust Advisor (and such fees and expenses will not constitute Additional Trust Expenses), (ii) pay any amounts in the nature of Trust Advisor Fees, costs or expenses, to the extent such amounts are in excess of the amounts being paid to the Trust Advisor prior to its resignation, necessary to obtain or payable to a replacement Trust Advisor, (iii) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no consent shall be required), obtain the consent (which shall be obtained prior to any solicitation of votes described below) of the Controlling Class Representative during any Subordinate Control Period and any Collective Consultation Period, which consent shall be deemed to have been granted if no objection is made within thirty (30) days following the Controlling Class Representative’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn and (iv) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no vote seeking consent shall be conducted), obtain the requisite vote of Certificateholders as provided below. In such event, the Trust Advisor shall deliver to the Certificate Administrator, with a copy to the Trustee, the 17g-5 Information Provider and the Special Servicer, a written recommendation detailing the reasons supporting its position (along with relevant information justifying its recommendation) of and recommending a suggested replacement Trust Advisor, which recommendation shall include a ballot that identifies the proposed replacement and that allows the Holders of Principal Balance Certificates to approve or object to such recommendation and, further, shall clearly and conspicuously include on the face thereof the following legend (in all capital letters and at least 14 point font): “FAILURE TO AFFIRMATIVELY OBJECT TO THIS RECOMMENDATION WITHIN 180 DAYS OF THE DATE HEREOF SHALL BE DEEMED AN AFFIRMATIVE CONSENT TO REPLACE THE EXISTING TRUST ADVISOR WITH THE RECOMMENDED SUCCESSOR TRUST ADVISOR IDENTIFIED IN THIS RECOMMENDATION”. The Certificate Administrator shall post such written recommendation on the Certificate Administrator’s Website. The Trust Advisor’s recommendation of a successor Trust Advisor must be confirmed by an affirmative vote of Holders of Principal Balance Certificates evidencing at least 66-2/3% of the aggregate Voting Rights of all Principal Balance Certificates; provided that if any Holder of Principal Balance Certificates does not affirmatively object within 180 days of the date on which such written recommendation was posted on the Certificate Administrator’s Website, then such Holder shall be deemed to have consented to the replacement of the existing Trust Advisor with the recommended successor Trust Advisor. If so confirmed, the Trustee shall terminate all of the rights and obligations of the then existing Trust Advisor under this Agreement and appoint the successor Trust Advisor approved or deemed approved by the Certificateholders (provided that such successor trust advisor is an Eligible Trust Advisor). The terminated Trust Advisor’s rights to indemnification, payment of outstanding fees, reimbursement of expenses and other rights set forth in this Agreement shall survive its termination or resignation. (c) No resignation pursuant to this Section 10.8 shall become effective until a successor Trust Advisor appointed as provided in Section 10.12(d) shall have assumed the Trust Advisor’s responsibilities and obligations under this Agreement.