Common use of Resignation or Removal of Owner Trustee Clause in Contracts

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and the Security Insurer. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Servicer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred) may remove the Owner Trustee. If the Servicer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving sixty days' written notice thereof to the Servicer Transferor, the Certificateholders, the Note Insurer and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer shall Class R Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Class R Certificateholder shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Note Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Note Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the ServicerClass R Certificateholder, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer Class R Certificateholder with the consent of the Security Insurer, or the Security Note Insurer (in each case, so long as an a Note Insurer Default shall not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer Class R Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall Class R Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Note Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Class R Certificateholder shall provide notice of such resignation or removal of the Owner Trustee to the Class C Certificateholder and each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Depositor (or in the event that the Depositor is not the sole Certificateholder, the Certificate Majority), any Support Provider and the Security InsurerServicer. As a condition precedent to the effectiveness of any such resignation, the Owner Trustee shall, at least 30 calendar days prior to the effective date of such resignation, provide to the Depositor and the Servicer written notice of any successor owner trustee pursuant to this Section, in form and substance reasonably satisfactory to the Depositor and the Servicer, containing all information reasonably requested by the Depositor and Servicer in order for the Depositor to comply with its reporting obligations under Item 6.02 of Form 8-K with respect to the resignation of the Owner Trustee. Upon receiving such notice of resignation, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer (so long as an Insurer Default shall not have occurred) qualifications set forth in Section 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, ; provided that the Servicer Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer any Support Provider by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) any Support Provider may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the ServicerDepositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its respective property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred) Depositor may remove the Owner Trustee. If the Servicer Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer qualifications set forth in Section 10.1 herein, by written instrument, in triplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer any Support Provider and one copy to the successor Owner Trustee. As a condition precedent to such removal and appointment described in the two preceding sentences, the Owner Trustee shall provide to the Depositor and the Servicer, at least 30 calendar days prior to the effective date of such removal and appointment, written notice to the Depositor and the Servicer, in form and substance reasonably satisfactory to the Depositor and the Servicer, containing all information reasonably requested by the Depositor and the Servicer in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the removal of the outgoing Owner Trustee and the appointment of a successor Owner Trustee. In addition, if the Owner Trustee shall pay all fees owed fail to fulfill its obligations under Section 10.2 (with respect to notice to the outgoing Depositor or the Servicer), and such failure continues for the lesser of 10 calendar days or such period in which the applicable report under the Exchange Act can be filed timely (without taking into account any extensions), then the Depositor may remove the Owner Trustee. If the Depositor removes the Owner Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Owner Trustee by written instrument in duplicate, one copy of which shall be delivered to the Owner Trustee so removed and one copy to the successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. In connection with its resignation or removal, the Owner Trustee agrees to cooperate with any successor Owner Trustee in effecting the termination of the Owner Trustee’s responsibilities and rights hereunder and shall promptly provide such successor Owner Trustee all documents and records reasonably requested by it to enable it to assume the Owner Trustee’s functions hereunder; provided however, the Owner Trustee shall not be required to incur any expenses for which it will not be promptly reimbursed.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving sixty days' written notice thereof to the Servicer Transferor, the Certificateholder, the Note Insurer and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer shall Class R Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Class R Certificateholder shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Note Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Note Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the ServicerClass R Certificateholder, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer Class R Certificateholder with the consent of the Security Insurer, or the Security Note Insurer (in each case, so long as an a Note Insurer Default shall not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer Class R Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall Class R Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Note Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Class R Certificateholder shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Insurer, the Certificateholders, the Depositor and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer shall Depositor or a Certificate Majority shall, with the prior written consent of the Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor the Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the ServicerDepositor or a Certificate Majority, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, Depositor or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred) a Certificate Majority may remove the Owner Trustee. If the Servicer Depositor or a Certificate Majority shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Depositor or a Certificate Majority, as applicable, with the prior written consent of the Insurer, so long as no Insurer Default has occurred and is continuing, shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, removed and one copy to the Security Insurer Depositor, if the Certificate Majority is acting, and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Depositor shall provide notice of such resignation or removal of the Owner Trustee and to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer General Partner, the Security Insurer and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer General Partner shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer General Partner shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the ServicerGeneral Partner, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer General Partner with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer General Partner shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer General Partner shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer General Partner shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Seller, the Class A Insurer, the Backup Insurer and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer Seller shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) Controlling Party and satisfying the qualifications of Section 10.1 hereof by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, ; provided that the Servicer Seller shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security either Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or or, prior to the Security Insurer (so long as an Insurer Default shall not have occurred) Class A Termination Date, the Controlling Party may petition any court of competent jurisdiction for the appointment of a successor Owner TrusteeTrustee acceptable to the Controlling Party and satisfying the qualifications of Section 10.1 hereof. If at any time time, the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Servicer, Seller with the prior written consent of the Controlling Party or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then then, prior to the Servicer with Class A Termination Date, the Controlling Party or the Seller with, prior to the Class A Termination Date, the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred) Controlling Party may remove the Owner Trustee. If the Servicer Seller or the Controlling Party shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall Seller shall, or the Controlling Party may, promptly appoint a successor Owner Trustee acceptable to the Security Insurer Controlling Party, and satisfying the qualifications set forth in Section 10.1 hereto by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and Class A Insurer, one copy to the successor Owner Trustee and shall pay one copy to the Backup Insurer and payment of all fees owed to the outgoing Owner Trustee; provided, that the Seller shall have received written confirmation from the Rating Agencies that the proposed appointment will not result in an increased capital charge to either the Class A Insurer or the Backup Insurer by the Rating Agencies. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Seller shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating AgenciesAgencies and the Trust Collateral Agent.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer Servicer, with the prior written consent of the Insurer (so long as it is the Controlling Party), shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 14.08 and shall fail to resign after written request therefor by the Servicer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, then the Servicer with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred) may remove the Owner Trustee. If the Servicer it shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and shall pay all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 14.09 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee14.10. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.TRUST AND SERVICING AGREEMENT

Resignation or Removal of Owner Trustee. The Owner --------------------------------------- Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and the Security Insurer. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Servicer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred) may remove the Owner Trustee. If the Servicer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer General Partners, the Security Insurer and the Security InsurerServicer at least 30 days before the date specified in such instrument. Upon receiving such notice of resignation, the Servicer General Partners shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer (so long as an Insurer Default shall not have occurred) qualifications set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer General Partners shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Servicer, General Partners or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer General Partners, with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer General Partners shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer General Partners shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer qualification requirements of Section 10.1 by written instrument, in triplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Owner Trustee have been paid and until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee10.3. The Servicer General Partners shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee --------------------------------------- may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Insurer, the Certificateholders, the Depositor and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer shall Depositor or a Certificate Majority shall, with the prior written consent of the Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor the Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the ServicerDepositor or a Certificate Majority, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, Depositor or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred) a Certificate Majority may remove the Owner Trustee. If the Servicer Depositor or a Certificate Majority shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Depositor or a Certificate Majority, as applicable, with the prior written consent of the Insurer, so long as no Insurer Default has occurred and is continuing, shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, removed and one copy to the Security Insurer Depositor, if the Certificate Majority is acting, and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Depositor shall provide notice of such resignation or removal of the Owner Trustee and to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Depositor (or in the event that the Depositor is not the sole Certificateholder, the Certificate Majority), any Support Provider and the Security InsurerMaster Servicer. Upon receiving such notice of resignation, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer (so long as an Insurer Default shall not have occurred) qualifications set forth in Section 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, ; provided that the Servicer Depositor and the Insurer shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer any Support Provider by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) any Support Provider may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the ServicerDepositor or the Insurer (for so long as it is the Controlling Party), or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its respective property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, Depositor or the Security Insurer (in each case, for so long as an Insurer Default shall not have occurredit is the Controlling Party) may remove the Owner Trustee. If the Servicer Depositor or the Insurer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Depositor shall promptly appoint a successor Owner Trustee meeting the qualifications set forth in Section 10.1 herein and acceptable to the Security Insurer (for so long as it is the Controlling Party), by written instrument, in triplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer any Support Provider and one copy to the successor Owner Trustee and shall pay all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Depositor, the Security Insurer and the Security InsurerServicer at least 30 days before the date specified in such instrument. Upon receiving such notice of resignation, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer (so long as an Insurer Default shall not have occurred) qualifications set forth in Section 9.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the Servicer, Depositor or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer Depositor, with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer qualification requirements of Section 9.1 by written instrument, in triplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Owner Trustee have been paid and until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee9.3. The Servicer Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer General Partner, the Security Insurer and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer General Partner shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer General Partner shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the ServicerGeneral Partner, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer General Partner with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurredoccurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the Servicer General Partner shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer General Partner shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer General Partner shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Administrative Agent, the Servicer, each Rating Agency, the Transferor, the Indenture Trustee and the Security InsurerTrust Certificateholders. If, for any reason, Wilmington Trust Company or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Servicer Transferor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the Administrative Agent, the Transferor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which, for this purpose, includes Trust Certificates owned by NALT 2004-A Amended and Restated Trust Agreement the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates), or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, Transferor or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred) such Trust Certificateholders may remove the Owner Trustee. If the Servicer shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Servicer Transferor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and shall pay all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice Any appointment of such resignation or removal of the a successor Owner Trustee is subject to each satisfaction of the Rating AgenciesAgency Condition.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving sixty days' written notice thereof to the Servicer Transferor, the Certificateholder, the Note Insurer and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer shall Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Certificateholder shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Note Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Note Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the ServicerCertificateholder, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer Certificateholder with the consent of the Security Insurer, or the Security Note Insurer (in each case, so long as an a Note Insurer Default shall not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Note Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Certificateholder shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Depositor (or in the event that the Depositor is not the sole Certificateholder, the Holders of Certificates evidencing not less than a majority of the percentage ownership interest in the Trust), the Insurer and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer (so long as an Insurer Default shall not have occurred) qualifications set forth in Section 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the ServicerDepositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer Depositor with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 10.1 herein, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 30 days' prior written notice thereof to the Servicer Depositor, the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) and the Security InsurerIndenture Trustee. Upon receiving such notice of resignation, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner TrusteeTrustee and, provided that so long as the Servicer shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Security Insurer by either of and no Insurer Default has occurred and is continuing, the Rating AgenciesInsurer. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.01 and shall fail to resign after written request therefor by the ServicerDepositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred) Depositor may remove the Owner Trustee. If the Servicer Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, instrument in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and, so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and shall pay owing to the Insurer and no Insurer Default has occurred and is continuing, the Insurer and payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Holder of the GP Interest, the Security Insurer and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer Holder of the GP Interest shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Holder of the GP Interest shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Servicer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurredoccurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the Servicer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Administrator and the Security Insurer. Upon receiving such notice of resignation, the Servicer Administrator shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, ; provided that the Servicer Depositor and the Insurer shall have received written confirmation from each of the Rating Agencies Agency that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating AgenciesAgency. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition petition, at the expense of the Depositor, any court of competent jurisdiction for the appointment of a successor Owner Trustee. If If, at any time time, the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the ServicerAdministrator or the Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, Administrator or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred) may remove the Owner Trustee. If the Servicer shall remove the Owner Trustee shall be removed under the authority of the immediately preceding sentence, the Servicer Administrator shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee Trustee, and shall pay all fees owed to the outgoing Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Insurer may petition, at the expense of the Depositor, any court of competent jurisdiction for the appointment of a successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Administrator shall provide notice of such resignation or removal of the Owner Trustee to the Depositor, the Indenture Trustee, the Insurer, the Noteholders and to each of the Rating AgenciesAgency.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Seller, the Class A Insurer, the Swap Counterparty and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer Seller shall promptly appoint a successor Owner Trustee acceptable to the Security Class A Insurer (so long as an Insurer Default shall not have occurred) and satisfying the qualifications of Section 10.1 hereof by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, ; provided that the Servicer Seller shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Class A Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or or, prior to the Security Class A Termination Date, the Class A Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner TrusteeTrustee acceptable to the Class A Insurer and satisfying the qualifications of Section 10.1 hereof. If at any time time, the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Servicer, Seller with the prior written consent of the Class A Insurer or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then then, prior to the Servicer with Class A Termination Date, the Class A Insurer or the Seller with, prior to the Class A Termination Date, the consent of the Security Insurer, or the Security Class A Insurer (in each case, so long as an Insurer Default shall not have occurred) may remove the Owner Trustee. If the Servicer Seller or the Class A Insurer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall Seller shall, or the Class A Insurer may, promptly appoint a successor Owner Trustee acceptable to the Security Insurer Class A Insurer, and satisfying the qualifications set forth in Section 10.1 hereto by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and Class A Insurer, one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee; provided, that the Seller shall have received written confirmation from the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Class A Insurer by the Rating Agencies. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Seller shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies, the Swap Counterparty and the Trust Collateral Agent.

Resignation or Removal of Owner Trustee. The Owner --------------------------------------- Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Administrator, the Depositor and the Security Insurer. Upon receiving such notice of resignation, the Servicer Administrator shall promptly appoint a successor Owner Trustee (acceptable to the Security Insurer (Depositor and, so long as an no Insurer Default shall not have occurred) occurred and be continuing, the Insurer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the ServicerAdministrator or the Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or the Owner Trustee shall otherwise become incapable of acting, then the Servicer with the consent of the Security Insurer, or the Security Insurer (in each caseAdministrator or, so long as an no Insurer Default shall not have occurred) has occurred and is continuing, the Insurer, may remove the Owner Trustee. If the Servicer Administrator or the Insurer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Administrator shall promptly appoint a successor Owner Trustee (acceptable to the Security Depositor and, so long as an Insurer Default shall not have occurred and be continuing, the Insurer) by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of Rating Agency, the Rating AgenciesInsurer, the Depositor, the Certificateholders and the Indenture Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving sixty days' written notice thereof to the Servicer Transferor, the Certificateholders, the Note Insurer and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer shall Class R Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Class R Certificateholder shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Note Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Note Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the ServicerClass R Certificateholder, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer Class R Certificateholder with the consent of the Security Insurer, or the Security Note Insurer (in each case, so long as an a Note Insurer Default shall not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer Class R Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall Class R Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Note Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Class R Certificateholder shall provide notice of such resignation or removal of the Owner Trustee to the Class C Certificateholders and each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Administrative Agent, the Servicer, each Rating Agency, the Transferor, the Indenture Trustee and the Security InsurerTrust Certificateholders. If, for any reason, Wilmington Trust Company or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Servicer Transferor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the Administrative Agent, the Transferor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which, for this purpose, includes Trust Certificates owned by NALT 2003-A Amended and Restated Trust Agreement the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates), or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, Transferor or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred) such Trust Certificateholders may remove the Owner Trustee. If the Servicer shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Servicer Transferor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and shall pay all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice Any appointment of such resignation or removal of the a successor Owner Trustee is subject to each satisfaction of the Rating AgenciesAgency Condition.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Depositor, the Insurer and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer shall will promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall will be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer shall have has received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have has been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner 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 Owner Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Owner Trustee shall will cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall will fail to resign after written request therefor by the Servicer, or if at any time the Owner Trustee shall will be legally unable to act, or shall will be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall will be appointed, or any public officer shall will take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall will not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer shall will remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall will promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall will be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall will not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall will provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner --------------------------------------- Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Administrator and the Security Insurer. Upon receiving such notice of resignation, the Servicer Administrator shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, ; provided that the Servicer Depositor and the Insurer shall have -------- received written confirmation from each of the Rating Agencies Agency that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating AgenciesAgency. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If If, at any time time, the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the ServicerAdministrator or the Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, Administrator or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred) may remove the Owner Trustee. If the Servicer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.Owner

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Certificateholder, the Insurer, the Noteholders and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer (so long as an Insurer Default shall not have occurred) qualifications set forth in Section 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the ServicerDepositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer Depositor, with the consent of (A) the Security Insurer, or the Security Insurer (in each case, so long as (i) an Insurer Default shall not have occurredoccurred and be continuing and (ii) either the Class A Notes are still outstanding, amounts owing to the Insurer under the Insurance Agreement have not been paid in full or the term of the Class A Note Policy has not expired or (B) the Security Majority, in the event that either (i) an Insurer Default shall have occurred and be continuing or (ii) the Class A Notes are no longer outstanding, all amounts owing to the Insurer have been paid to it and the term of the Class A Note Policy has expired), may remove the Owner Trustee. If the Servicer Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 10.1 herein, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee Trustee, and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving sixty days' written notice thereof to the Servicer Transferor, the Certificateholders, the Note Insurer and the Security InsurerServicer. Upon receiving such notice of resignation, the Servicer shall Class R Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Class R Certificateholder shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Note Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Note Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the ServicerClass R Certificateholder, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer Class R Certificateholder with the consent of the Security Insurer, or the Security Note Insurer (in each case, so long as an a Note Insurer Default shall not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer Class R Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall Class R Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Note Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Class R Certificateholder shall provide notice of such resignation or removal of the Owner Trustee to the Class C Certificateholder and each of the Rating Agencies.. 30 <PAGE> SECTION

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Depositor (or in the event that the Depositor is not the sole Certificateholder, the Holders of Certificates evidencing not less than a majority of the Certificate Balance), the Insurer and the Security InsurerMaster Servicer. Upon receiving such notice of resignation, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer (so long as an Insurer Default shall not have occurred) qualifications set forth in Section 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the ServicerDepositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer Depositor with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 10.1 herein, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and the Security Insurer. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the Servicer, Depositor or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer Depositor, with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer qualification requirements of Section 9.1 by written instrument, in triplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay payment of all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Owner Trustee have been paid and until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee9.3. The Servicer Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and the Security Note Insurer. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor Owner Trustee acceptable to with the Security Insurer (so long as an Insurer Default shall consent of the Note Insurer, which will not have occurred) be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignationresignation (or after removal pursuant to the following paragraph), the resigning Owner Trustee so resigning or the Security Insurer (so long as an Insurer Default shall not have occurred) being removed may petition any court of competent jurisdiction for the appointment of a successor Owner TrusteeTrustee reasonably acceptable to the Note Insurer. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the ServicerServicer or the Note Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer may remove the Owner Trustee with the consent of the Security Note Insurer, or the Security Insurer (in each casewhich will not be unreasonably withheld, so long as an Insurer Default and shall not have occurred) may remove the Owner TrusteeTrustee at the written direction of the Note Insurer. If the Servicer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Servicer, with the consent of the Note Insurer, which will not be unreasonably withheld, shall promptly appoint a successor Owner Trustee acceptable to the Security Note Insurer by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and shall pay along with payment of all fees and other amounts, if any, owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating AgenciesAgencies and the Note Insurer.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Depositor, the Security Insurer and the Security InsurerServicer at least 30 days before the date specified in such instrument. Upon receiving such notice of resignation, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer (so long as an Insurer Default shall not have occurred) qualifications set forth in Section 9.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Servicer Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the Servicer, Depositor or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer Depositor, with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurredoccurred and be continuing) may remove the Owner Trustee. If the Servicer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in triplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and shall pay all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.may

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Depositor (or in the event that the Depositor is not the sole Certificateholder, the Certificate Majority), any Support Provider and the Security InsurerServicer. As a condition precedent to the effectiveness of any such resignation, the Owner Trustee shall, at least 30 calendar days prior to the effective date of such resignation, provide to the Depositor and the Servicer written notice of any successor owner trustee pursuant to this Section, in form and substance reasonably satisfactory to the Depositor and the Servicer, containing all information reasonably requested by the Depositor and Servicer in order for the Depositor to comply with its reporting obligations under Item 6.02 of Form 8-K with respect to the resignation of the Owner Trustee. Upon receiving such notice of resignation, the Servicer Depositor shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer (so long as an Insurer Default shall not have occurred) qualifications set forth in Section 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, ; provided that the Servicer Depositor [and the Insurer] shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer any Support Provider by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) any Support Provider may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the ServicerDepositor[ or the Insurer (for so long as it is the Controlling Party)], or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its respective property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer with the consent of the Security Insurer, Depositor[ or the Security Insurer (in each case, for so long as an Insurer Default shall not have occurred) it is the Controlling Party)] may remove the Owner Trustee. If the Servicer Depositor[ or the Insurer] shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer Depositor shall promptly appoint a successor Owner Trustee meeting the qualifications set forth in Section 10.1 herein[ and acceptable to the Security Insurer (for so long as it it the Controlling Partyt)], by written instrument, in triplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer any Support Provider and one copy to the successor Owner Trustee. As a condition precedent to such removal and appointment described in the two preceding sentences, the Owner Trustee shall provide to the Depositor and shall pay the Servicer, at least 30 calendar days prior to the effective date of such removal and appointment, written notice to the Depositor and the Servicer, in form and substance reasonably satisfactory to the Depositor and the Servicer, containing all fees owed information reasonably requested by the Depositor and the Servicer in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the removal of the outgoing Owner Trustee and the appointment of a successor Owner Trustee. In addition, if the Owner Trustee shall fail to fulfill its obligations under Section 10.2 (with respect to notice to the Depositor or the Servicer), and such failure continues for the lesser of 10 calendar days or such period in which the applicable report under the Exchange Act can be filed timely (without taking into account any extensions), then the Depositor may remove the Owner Trustee. If the Depositor removes the Owner Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Owner Trustee by written instrument in duplicate, one copy of which shall be delivered to the Owner Trustee so removed and one copy to the successor Owner Trustee[ and the Insurer]. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. In connection with its resignation or removal, the Owner Trustee agrees to cooperate with any successor Owner Trustee in effecting the termination of the Owner Trustee’s responsibilities and rights hereunder and shall promptly provide such successor Owner Trustee all documents and records reasonably requested by it to enable it to assume the Owner Trustee’s functions hereunder.