Common use of Resignation or Removal of Interim Eligible Lender Trustee Clause in Contracts

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the Depositor, then the Depositor may remove the Interim Eligible Lender Trustee. If the Depositor shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements Agreement or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the Depositor, then the Depositor may remove the Interim Eligible Lender Trustee. If the Depositor shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the DepositorSeller. Upon receiving such notice of resignation, the Depositor Seller shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements Agreement or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the DepositorSeller, then the Depositor Seller may remove the Interim Eligible Lender Trustee. If the Depositor Seller shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the DepositorSeller. Upon receiving such notice of resignation, the Depositor Seller shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment -------- ------- of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements Agreement or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the DepositorSeller, then the Depositor Seller may remove the Interim Eligible Lender Trustee. If the Depositor Seller shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; providedPROVIDED, howeverHOWEVER, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements Agreement or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the Depositor, then the Depositor may remove the Interim Eligible Lender Trustee. If the Depositor shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the DepositorSeller. Upon receiving such notice of resignation, the Depositor Seller shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; providedPROVIDED, howeverHOWEVER, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements Agreement or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the DepositorSeller, then the Depositor Seller may remove the Interim Eligible Lender Trustee. If the Depositor Seller shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The --------------------------------------------------------- Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the DepositorSeller. Upon receiving such notice of resignation, the Depositor Seller shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment -------- ------- of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements Agreement or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the DepositorSeller, then the Depositor Seller may remove the Interim Eligible Lender Trustee. If the Depositor Seller shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the Interim Trust Agreement – SLM Funding 6 giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the Depositor, then the Depositor may remove the Interim Eligible Lender Trustee. If the Depositor shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, Agreement or the Purchase Agreements or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the Depositor, then the Depositor may remove the Interim Eligible Lender Trustee. If the Depositor shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements Agreement or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the Depositor, then the Depositor may remove the Interim Eligible Lender Trustee. If the Depositor shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a a 08.1 Interim Trust Agreement successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the DepositorSeller. Upon receiving such notice of resignation, the Depositor Seller shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements Agreement or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign toresign after written request therefor by the DepositorSeller, then the Depositor Seller may remove the Interim Eligible Lender Trustee. If the Depositor Seller shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.Seller shall

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 7.1 hereof by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements Agreement or the Sale Transfer Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 7.1 hereof and shall fail to resign after written request therefor by the Depositor, then the Depositor may remove the Interim Eligible Lender Trustee. If the Depositor shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee, together with all fees owed to the outgoing Interim Eligible Lender Trustee so removed to be paid in accordance with Section 5.1 hereof, and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section 7.2 shall not become effective until acceptance of such appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 7.3 hereof and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the DepositorSeller. Upon receiving such notice of resignation, the Depositor Seller shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for -------- ------- the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements Agreement or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the DepositorSeller, then the Depositor Seller may remove the Interim Eligible Lender Trustee. If the Depositor Seller shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 7.1 hereof by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements or the Sale Transfer Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 7.1 hereof and shall fail to resign after written request therefor by the Depositor, then the Depositor may remove the Interim Eligible Lender Trustee. If the Depositor shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed removed, together with all fees owed to the outgoing Interim Eligible Lender Trustee to be paid in accordance with Section 5.1 hereof, and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section 7.2 shall not become effective until acceptance of such appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 7.3 hereof and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

Resignation or Removal of Interim Eligible Lender Trustee. The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the DepositorDEPOSITOR. Upon receiving such notice of resignation, the Depositor DEPOSITOR shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee. If no successor Interim Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; providedPROVIDED, howeverHOWEVER, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements Agreement or the Sale Agreement until such successor has in fact assumed such appointment. If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the DepositorDEPOSITOR, then the Depositor DEPOSITOR may remove the Interim Eligible Lender Trustee. If the Depositor DEPOSITOR shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor DEPOSITOR shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee. Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.