Common use of Resignation or Removal of Trustee Clause in Contracts

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a copy of such written instrument delivered to (i) the resigning Trustee, (ii) the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof shall fail to resign after written request therefor by the Depositor or any NIMS Insurer or if at any time the Trustee, (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. The (a) Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving 30 days' prior written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each caseTrustee, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. ; provided, however, that such right to appoint or to petition for the appointment of any such successor Trustee shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under this Agreement and the Related Agreements until such successor Trustee has in fact assumed such appointment. (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.9 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver receiver, conservator or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Servicer may immediately remove the Trustee. If the Depositor removes the Trustee is removed under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event Holders at their respective addresses of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor record and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Rating Agencies. (c) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.10 shall not become effective until acceptance of appointment by the successor Trustee, Trustee pursuant to Section 9.11. (d) The respective obligations of Seller and Servicer described in this Agreement shall survive the removal or resignation of Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesAgreement.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving 60 days prior written notice thereof to the DepositorIssuer, the Certificate InsurerServicer, the Seller, any NIMS Insurer Noteholders and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Issuer shall promptly arrange to appoint a successor Trustee that meets trustee meeting the requirements in of Section 8.06 and is reasonably acceptable to any NIMS Insurer 13.6 and the Certificate Insurer or, in the case of notice of resignation of Servicer shall notify the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, Rating Agency of such appointment by written instrument, with a one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, a successor Trustee shall be appointed by the Majority Holders. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trustee. If no successor Trustee shall have been so appointed and shall have accepted appointment in the manner hereinafter provided, any Noteholder, on behalf of itself and all others similarly situated, or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 13.6 and shall fail to resign after written request therefor by the Depositor Issuer or any NIMS Insurer the Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Issuer may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee. (c) At any time, (iii) the Majority Holders, to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) extent permitted by law, may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to promptly appoint a successor Trustee acceptable by written instrument, one copy of which instrument shall be delivered to the NIMS Insurer, in accordance with this Section. Trustee so removed and one copy to the successor Trustee. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 13.7 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses13.8.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may resign at any time resign and be discharged from the trust hereby created by giving written notice thereof to the DepositorEmployer, which resignation shall be effective 60 days after delivery to the Certificate InsurerEmployer. The Trustee may be removed by the Employer by written notice to the Trustee, which removal shall be effective 60 days after delivery to the SellerTrustee or such shorter period as may be mutually agreed upon by the Employer and the Trustee. Except in the case of Plan termination, any NIMS Insurer and each Rating Agency. Upon receiving such notice of upon resignation or removal of the Trustee, the Depositor Employer shall promptly appoint a successor Trustee that meets trustee. Any such successor trustee shall, upon written acceptance of his appointment, become vested with the requirements in Section 8.06 estate, rights, powers, discretion, duties and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation obligations of the Trustee (hereunder as if he had been originally named as Trustee in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a copy of such written instrument delivered to (i) the resigning Trustee, (ii) the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurerthis Agreement. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof shall fail to resign after written request therefor by the Depositor or any NIMS Insurer or if at any time the Trustee, (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any Upon resignation or removal of the Trustee, the Employer shall no longer participate in this volume submitter plan and shall be deemed to have adopted an individually designed plan. In such event, the Employer shall appoint a successor trustee within said 60-day period and the Trustee and shall transfer the assets of the Trust to the successor trustee upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee) that such trust shall be a qualified trust under the Code. The appointment of a successor trustee shall be accomplished by delivery to the Trustee pursuant to any of written notice that the provisions of this Section 8.07 shall not become effective until Employer has appointed such successor trustee, and written acceptance of such appointment by the successor Trusteetrustee. The Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees deem necessary to provide for its fees, compensation, costs and expenses, and if removed under or for the authority payment of any other liabilities chargeable against the immediately preceding paragraph, Trust Fund for which it may be liable. The Trustee shall not be liable for the Trustee acts or the shall also be reimbursed omissions of any outstanding and unpaid costs and expensessuccessor trustee.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving 60 days prior written notice thereof to the DepositorIssuer, the Certificate InsurerMaster Servicer, the Seller, any NIMS Insurer Noteholders and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Issuer shall promptly arrange to appoint a successor Trustee that meets trustee meeting the requirements in of Section 8.06 and is reasonably acceptable to any NIMS Insurer 11.6 and the Certificate Insurer or, in the case of notice of resignation of Master Servicer shall notify the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, Rating Agency of such appointment by written instrument, with a one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, a successor Trustee shall be appointed by Majority Holders. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trustee. If no successor Trustee shall have been so appointed by the Issuer or the Noteholders and shall have accepted appointment in the manner hereinafter provided, any Noteholder, on behalf of itself and all others similarly situated, or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 11.6 and shall fail to resign after written request therefor by the Depositor Issuer or any NIMS Insurer the Master Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and Issuer, the Sponsor Master Servicer or the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Majority Holders may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, . (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at At any time the Majority Holders may remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to promptly appoint a successor Trustee acceptable by written instrument, one copy of which instrument shall be delivered to the NIMS Insurer, in accordance with this Section. Trustee so removed and one copy to the successor Trustee. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.7 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses11.8.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Servicer with a copy to the Trust Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) each of the resigning TrusteeTrust Depositor, (ii) the Seller, and the Certificateholders and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having shall have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 11.07 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Servicer may immediately remove the Trustee. If the Depositor removes Servicer shall have removed the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a instrument one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Trust Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable Seller and one copy to the NIMS Insurer, in accordance with this Sectionsuccessor trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.08 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof11.09. As long as the Financial Guaranty Insurance Policy is in effect, the Any resigning or removed Trustee will send a written notice shall be entitled to payment of all Trustee's Fees earned and reimbursement for all expenses incurred by it up to the Certificate Insurer date of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority All indemnification obligations of the immediately preceding paragraph, Servicer and the Trustee Seller shall survive such resignation or the shall also be reimbursed any outstanding and unpaid costs and expensesremoval.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may resign at any time resign and be discharged from the trust hereby created by giving written notice thereof to the DepositorEmployer, which resignation shall be effective 60 days after delivery to the Certificate InsurerEmployer. The Trustee may be removed by the Employer by written notice to the Trustee, which removal shall be effective 60 days after delivery to the SellerTrustee or such shorter period as may be mutually agreed upon by the Employer and the Trustee. Except in the case of Plan termination, any NIMS Insurer and each Rating Agency. Upon receiving such notice of upon resignation or removal of the Trustee, the Depositor Employer shall promptly appoint a successor Trustee that meets trustee. Any such successor trustee shall, upon written acceptance of his appointment, become vested with the requirements in Section 8.06 estate, rights, powers, discretion, duties and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation obligations of the Trustee (hereunder as if he had been originally named as Trustee in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a copy of such written instrument delivered to (i) the resigning Trustee, (ii) the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurerthis Agreement. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof shall fail to resign after written request therefor by the Depositor or any NIMS Insurer or if at any time the Trustee, (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any Upon resignation or removal of the Trustee, the Employer shall no longer participate in this prototype plan and shall be deemed to have adopted an individually designed plan. In such event, the Employer shall appoint a successor trustee within said 60-day period and the Trustee and shall transfer the assets of the Trust to the successor trustee upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee) that such trust shall be a qualified trust under the Code. The appointment of a successor trustee shall be accomplished by delivery to the Trustee pursuant to any of written notice that the provisions of this Section 8.07 shall not become effective until Employer has appointed such successor trustee, and written acceptance of such appointment by the successor Trusteetrustee. The Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees deem necessary to provide for its fees, compensation, costs and expenses, and if removed under or for the authority payment of any other liabilities chargeable against the immediately preceding paragraph, Trust Fund for which it may be liable. The Trustee shall not be liable for the Trustee acts or the shall also be reimbursed omissions of any outstanding and unpaid costs and expensessuccessor trustee.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS the Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.9 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer with the written consent of the Insurer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, (c) shall fail to deliver to then the Depositor and Servicer may, with the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result written consent of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07)Insurer, then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes it shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee. If the Trustee is acting as Custodian, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (resignation or the Certificate Insurer or any NIMS Insurer in the event of failure removal of the Trustee to perform its obligations hereunder) may at any time remove will result in the automatic termination of the Trustee's duties as Custodian effective concurrently with such resignation or removal. Upon such termination or removal, the Trustee by written instrument or instruments delivered shall, upon the request of the Servicer, deliver the Contract Documents to the Depositor and facilities of the successor Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.10 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses9.11.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby trusts created by the Agreement by giving written notice thereof to the Depositor, Seller and the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 19.09 and shall fail to resign after written request therefor by the Depositor Seller or any NIMS Insurer the Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor Seller or any NIMS insurer the Servicer may immediately remove the Trustee. If the Depositor removes it shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) and shall promptly pay all fees owed to the Certificate Insurer and outgoing Trustee. (ivc) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof19.11. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written The Servicer shall give each Rating Agency notice to the Certificate Insurer of any such resignation, resignation or removal or appointment. If of the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees appointment and expenses, and if removed under the authority acceptance of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesa successor Trustee.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created performance of its duties hereunder by giving 30 days’ prior written notice thereof to MSF and the Company specifying a date when such resignation shall take effect, provided a successor trustee (“Successor Trustee”) has been appointed and assumes the duties of Trustee hereunder. The Company and the MSF Representatives, acting jointly, may remove and discharge the Trustee from the performance of its duties hereunder at any time by giving 30 days’ prior written notice to the DepositorTrustee specifying a date when such removal shall take effect, provided a Successor Trustee has been appointed and assumes the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agencyduties of Trustee hereunder. Upon receiving any such notice of resignation of the Trusteeor removal, the Depositor Company and the MSF Representatives shall promptly appoint a successor Successor Trustee that meets hereunder prior to the requirements in Section 8.06 and is reasonably acceptable effective date of such resignation or removal. If the Company or MSF fails to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Successor Trustee that meets within such time, or such designated Successor Trustee becomes unwilling or unable to serve as such, the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a copy of such written instrument delivered to (i) the resigning Trustee, (ii) the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may right to petition any a court of competent jurisdiction for to appoint a Successor Trustee, and all costs and expenses (including, without limitation, reasonable attorneys’ fees) related to such petition shall be paid by the appointment Company or MSF, jointly and severally. The Trustee shall transmit all records pertaining to the Trust assets, transmit the Company Shares and other Trust assets, if any, then held hereunder to the Successor Trustee, after making copies of a successor Trustee. If at any time such records as the Trustee deems advisable and after deduction and payment to the Trustee of all fees and expenses (aincluding any court costs and reasonable attorneys’ fees) incurred by the Trustee in connection with the performance of its duties hereunder. The provisions of this Trust Agreement shall cease continue as to any actions taken or omitted to be eligible in accordance with the provisions of Section 8.06 hereof shall fail to resign after written request therefor taken by the Depositor or any NIMS Insurer or if at any time Trustee under this Trust Agreement prior to the Trustee, (bdate on which a Successor Trustee becomes the Trustee hereunder. Any Successor Trustee(s) shall be legally unable to act, U.S. citizens or shall be adjudged a bankrupt or insolvent, or a receiver entities organized under the laws of the Trustee or of its property shall be appointed, United States or any public officer shall take charge or control state of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesUnited States.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving 60 days prior written notice thereof to the DepositorIssuer, the Certificate InsurerSwap Counterparty, the SellerServicer, any NIMS the Noteholders, the Insurer and each Rating Agency. Upon receiving such notice of resignation resignation, the Issuer shall promptly arrange to appoint a successor trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in the Swap Counterparty and each case, Rating Agency of such appointment by written instrument, with a one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, a successor Trustee shall be appointed by (A) the Insurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Majority Holders (with notice to the Swap Counterparty). The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trustee. If no successor Trustee shall have been so appointed and shall have accepted appointment in the manner hereinafter provided, any Noteholder, on behalf of itself and all others similarly situated, or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 13.6 and shall fail to resign after written request therefor by the Depositor Issuer or any NIMS Insurer the Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer (c) shall fail to deliver to with the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result consent of the failure of the Depositor to sign and return to Insurer, which consent shall not be unreasonably withheld) may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, . (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at At any time (A) the Insurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Majority Holders may remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to promptly appoint a successor Trustee acceptable by written instrument, one copy of which instrument shall be delivered to the NIMS Insurer, in accordance with this Section. Trustee so removed and one copy to the successor Trustee. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 13.7 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses13.8.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the DepositorSeller, the Servicer, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Seller shall promptly appoint a successor Trustee that meets (approved in writing by the requirements in Section 8.06 and is reasonably acceptable to any NIMS Certificate Insurer and the Certificate Insurer orServicer, in the case of notice of resignation of the Trustee (in consultation with the Depositorso long as such approval shall not unreasonably be withheld) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a copy in duplicate, copies of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) the successor Trustee, (iii) any NIMS Certificate Insurer and (iv) the Certificate InsurerSuccessor Trustee; PROVIDED, HOWEVER, that any such successor Trustee shall be subject to the prior written approval of the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor Seller or any NIMS the Certificate Insurer or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor Seller, the Certificate Insurer or any NIMS insurer the Servicer may immediately remove the Trustee. If the Depositor Seller, the Certificate Insurer or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, so long as such approval is not unreasonably withheld) by written instrument, with a copy in duplicate, copies of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurerthe successor Trustee. The Majority Certificateholders (or Holders of Certificates evidencing Voting Rights aggregating over 50% of all Voting Rights may, with the prior written consent of the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may Insurer, at any time remove the Trustee by written instrument or instruments delivered to the Depositor Servicer, the Seller and the Trustee; and the Depositor or the Trustee Seller shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this SectionSection 9.07. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof9.08. As Notwithstanding anything to the contrary contained herein, so long as the Financial Guaranty Insurance Policy is in effectno Certificate Insurer Default exists, the Trustee will send a may not be removed by the Seller or the Certificateholders without the prior written notice to consent of the Certificate Insurer of any such resignationInsurer, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it which consent shall not be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesunreasonably withheld.

Resignation or Removal of Trustee. The (a) A Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving thirty days' prior written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer Initial Beneficiary and each Rating AgencyCertificateholder. Upon receiving such the notice of resignation the holder of the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, UTI (in the case of notice of resignation the UTI Trustee or the Delaware Trustee) or the holder of the Trustee applicable SUBI (in consultation with the Depositorcase of a SUBI Trustee) shall promptly appoint a successor Trustee that who meets the eligibility requirements set forth in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, 6.2 by written instrument, with a copy of such written instrument delivered to . (ib) the resigning Trustee, (ii) the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the a Trustee (a) shall cease to be eligible qualified in accordance with the provisions of Section 8.06 hereof 6.2, or if any representation or warranty made by a Trustee Bank pursuant to Section 6.7 shall prove to have been untrue in any material respect when made, but such Trustee shall fail to resign after written request therefor by the Depositor holder of the applicable UTI Certificate or any NIMS Insurer SUBI Certificate or the assignee or pledgee of such UTI Certificate or SUBI Certificate in connection with a Securitization, or if at any time the Trustee, (b) a Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the a Trustee or of its property shall be appointed, or any public officer shall take charge or control of the a Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then such Trustee may be removed upon written notice by the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result holder of the failure applicable UTI Certificate or SUBI Certificate or the assignee or pledgee of the Depositor to sign and return to the Trustee such Form 10-D UTI Certificate or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information SUBI Certificate in connection with a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the TrusteeSecuritization. If the Depositor removes the a Trustee resigns or is removed under the authority of the immediately preceding sentence, the Depositor holder of the applicable UTI Certificate or SUBI Certificate shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) together with payment of all amounts owed to the Certificate Insurer and outgoing Trustee. (ivc) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 part shall not become effective until acceptance of appointment by the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. The (a) Trustee (including the Trustee as Certificate Registrar) may at any time (a) resign and be discharged from the trust hereby created its obligations hereunder by giving 30 days' prior written notice thereof to the DepositorTransferor, Servicer, the Certificate InsurerRating Agencies, the SellerInvestor Certificateholders and the Required Persons or (b) be removed and discharged from its obligations hereunder by the Required Persons giving 10 days' prior written notice thereof to Transferor, any NIMS Insurer Servicer, the Rating Agencies, the Investor Certificateholders and each Rating Agencythe Trustee. Upon receiving such the notice of resignation or removal, Transferor shall promptly appoint, subject to satisfaction of the TrusteeModification Condition, the Depositor shall promptly appoint a successor Trustee that who meets the eligibility requirements set forth in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, 11.6 by written instrument, with a in duplicate, one copy of such written instrument which shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having shall have accepted appointment within 30 days after the giving of such the notice of resignationresignation or within 10 days after the giving of the notice of removal, the resigning Trustee or removed Trustee, upon notice to each Required Person, may petition any court of competent jurisdiction for the appointment of to appoint a successor Trustee. . (a) If at any time the Trustee (a) shall cease to be eligible to be Trustee hereunder in accordance with the provisions of Section 8.06 11.6 hereof and shall fail to resign promptly after its receipt of a written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or if a receiver of the for Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver then Servicer may remove Trustee and, subject to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result consent of the failure Required Persons (which consent shall not be unreasonably withheld or delayed) and satisfaction of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07)Modification Condition, then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written instrument which shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, . (iiib) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 section shall not become effective until (i) acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 11.8 hereof. As long as the Financial Guaranty Insurance Policy is , and (ii) such successor Trustee shall have agreed in writing to be bound by any Intercreditor Agreements then in effect. Any resignation or removal of Trustee, when effective, shall terminate the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed in all capacities under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesTransaction Documents.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby trusts created by this Agreement by giving at least 30 days' prior written notice thereof to the Depositor, Servicer and the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyNoteholders. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, Noteholders by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.09 and shall fail to resign after written request therefor by the Depositor Servicer, or any NIMS Insurer the Controlling Party, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Controlling Party may immediately remove the Trustee. If the Depositor removes the Trustee is removed under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS InsurerControlling Party, by written instrument, in accordance with this Section. duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. (c) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof9.11. As long as The Servicer shall give the Financial Guaranty Insurance Policy is in effectRating Agency, the Trustee will send a written Placement Agent, the Note Insurer and the Noteholders notice to the Certificate Insurer of any such resignation, resignation or removal or appointment. If of the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees appointment and expenses, and if removed under the authority acceptance of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesa successor Trustee.

Resignation or Removal of Trustee. (a) The Trustee (including and the Trustee as Certificate Registrar) Collateral Agent may at any time resign and be discharged from the trust trusts hereby created by giving not less than 60 days' prior written notice thereof to the DepositorServicer; provided, the Certificate Insurerhowever, the Seller, that any NIMS Insurer such resignation in either capacity shall be deemed a resignation as both Trustee and each Rating AgencyCollateral Agent. Upon receiving such notice of resignation resignation, the Servicer with the consent of the Trustee, the Depositor Surety Bond Issuer (unless a Surety Bond Issuer Default shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 have occurred and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositorbe continuing) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, Collateral Agent by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and Collateral Agent and one copy to the successor Trustee, (iii) any NIMS Insurer Trustee and (iv) the Certificate InsurerCollateral Agent. If no successor Trustee and Collateral Agent shall have been so appointed and having have accepted appointment within 30 60 days after the giving of such notice of resignation, the resigning Trustee and Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Trustee. Trustee and Collateral Agent. (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 19.9 and shall fail to resign after written request therefor there for by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Servicer may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately and Collateral Agent. If it shall remove the Trustee. If the Depositor removes the Trustee and Collateral Agent under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably trustee and collateral agent acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, Surety Bond Issuer by written instrument, with a in duplicate, one copy of such written which instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments shall be delivered to the Depositor Trustee and Collateral Agent so removed and one copy to the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. and Collateral Agent. (c) Any resignation or removal of the Trustee and Collateral Agent and appointment of a successor Trustee and Collateral Agent pursuant to any of the provisions of this Section 8.07 19.10 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Trustee pursuant and Collateral Agent pursuant to Section 8.08 hereof19.11 and payment of all fees and expenses owed to the outgoing Trustee and Collateral Agent. As long as the Financial Guaranty Insurance Policy is in effect, The Servicer shall provide notice of such resignation or removal of the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenseseach Rating Agency.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the DepositorServicer, the Certificate Insurer, the Seller, any NIMS Insurer Seller and each Rating AgencyCertificateholder. Upon receiving such notice of resignation resignation, with the prior written consent of the Trustee, Rating Agency and the Depositor Majority Certificateholders the Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 10.7 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Servicer may immediately remove the Trustee. If the Depositor removes Servicer shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the outgoing Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) and pay all fees owed to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the outgoing Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 10.8 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.9 and payment of all fees and expenses owed to the outgoing Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, The Servicer shall provide notice of such resignation or removal of the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If Rating Agency then rating the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesCertificates.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, Transferor and the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation resignation, the Transferor, with the written consent of the TrusteeCertificate Insurer, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) Trustee. Such appointment shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, be by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee. Any such successor Trustee shall be approved in writing by the Servicer, (iii) any NIMS Insurer and (iv) which shall not withhold such approval if the Certificate Insurerproposed successor Trustee satisfies the eligibility requirements set forth herein. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.6 and shall fail to resign after written request therefor by the Depositor Transferor or any NIMS Insurer the Certificate Insurer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Transferor may immediately remove the Trustee. If the Depositor Transferor removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee. Such appointment will be by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee reasonably acceptable so removed and one copy to the successor Trustee. A copy of such instrument shall be delivered to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.7 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses9.8.

Resignation or Removal of Trustee. Appointment of ------------------------------------------------- Successor Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) Trustee, or any trustee or trustees hereafter ----------------- appointed, may at any time resign and be discharged from the trust hereby created with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Depositor, Issuer and the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyGuarantor. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Issuer shall promptly appoint a successor Trustee that meets trustee or trustees with respect to the requirements applicable series by written instrument in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer orduplicate, in the case of notice of resignation executed by authority of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate InsurerBoard of Directors, in each case, by written instrument, with a one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurertrustee or trustees. If no successor Trustee trustee shall have been so appointed with respect to any series and having have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may trustee may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trusteetrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the requirements of the Trust Indenture Act of 1939, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. If Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (i) the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 5.7 with respect to any series of Securities and shall fail to resign after written request therefor by the Depositor Issuer or the Guarantor or by any NIMS Insurer or if at Securityholder; or (ii) the Trustee shall become incapable of acting with respect to any time the Trustee, (b) shall be legally unable to actseries of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, (c) shall fail to deliver in any such case, the Issuer by Resolution may remove the Trustee with respect to the Depositor applicable series of Securities (or all series, if required) and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, trustee for such series by written instrument, with a in duplicate, executed by authority of the Board of Directors, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trusteetrustee, (iii) or, subject to the Certificate Insurer requirements of the Trust Indenture Act of 1939, any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may on behalf of himself and (iv) to all others similarly situated, petition any NIMS Insurer. The Majority Certificateholders (or court of competent jurisdiction for the Certificate Insurer or any NIMS Insurer in the event of failure removal of the Trustee and the appointment of a successor trustee with respect to perform its obligations hereundersuch series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee with respect to such series. (c) The Holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove the Trustee by written instrument or instruments delivered with respect to the Depositor Securities of such series and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable trustee with respect to the NIMS InsurerSecurities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer and the Guarantor the evidence provided for in accordance Section 6.1 of the action in that regard taken by the Securityholders. If no successor trustee shall have been so appointed with this Section. respect to any series and have accepted appointment within 30 days after the mailing of such notice of removal, the Trustee being removed may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor trustee. (d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor Trustee trustee with respect to such series pursuant to any of the provisions of this Section 8.07 5.8 shall not become effective until upon acceptance of appointment by the successor Trustee, trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses5.9.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 11.09 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Servicer may immediately remove the Trustee. If the Depositor removes it shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) Trustee and shall promptly pay all fees owed to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the outgoing Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.10 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 11.11 and payment of all fees and expenses owed and any other amounts due hereunder to the outgoing Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, The Servicer shall provide notice of such resignation or removal of the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority each of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesRating Agencies.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving 60 days prior written notice thereof to the DepositorIssuer, the Certificate InsurerSwap Counterparty, the SellerServicer, any NIMS Insurer the Noteholders and each Rating Agency. Upon receiving such notice of resignation resignation, the Issuer shall promptly arrange to appoint a successor trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 Swap Counterparty and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case each Rating Agency of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, such appointment by written instrument, with a one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, a successor Trustee shall be appointed by Majority Holders (with notice to the Swap Counterparty). The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trustee. If no successor Trustee shall have been so appointed by the Issuer or the Noteholders and shall have accepted appointment in the manner hereinafter provided, any Noteholder, on behalf of itself and all others similarly situated, or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 13.6 and shall fail to resign after written request therefor by the Depositor Issuer or any NIMS Insurer the Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and Issuer or the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Majority Holders may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, . (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at At any time the Majority Holders may remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to promptly appoint a successor Trustee acceptable by written instrument, one copy of which instrument shall be delivered to the NIMS Insurer, in accordance with this Section. Trustee so removed and one copy to the successor Trustee. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 13.7 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses13.8.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving 60 days prior written notice thereof to the DepositorIssuer, the Certificate InsurerSwap Counterparty, the SellerServicer, any NIMS the Noteholders, the Insurer and each Rating Agency. Upon receiving such notice of resignation resignation, the Issuer shall promptly arrange to appoint a successor trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in the Swap Counterparty and each case, Rating Agency of such appointment by written instrument, with a one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, a successor Trustee shall be appointed by (A) the Insurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Majority Holders (with notice to the Swap Counterparty). The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trustee. If no successor Trustee shall have been so appointed and shall have accepted appointment in the manner hereinafter provided, any Noteholder, on behalf of itself and all others similarly situated, or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 13.6 and shall fail to resign after written request therefor by the Depositor Issuer or any NIMS Insurer the Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer (c) shall fail to deliver to with the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result consent of the failure of the Depositor to sign and return to Insurer, which consent shall not be unreasonably withheld) may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee. (c) At any time (A) the Insurer, if no Insurer Default has occurred and is continuing or (iiiB) during the continuation of an Insurer Default, the Majority Holders, to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) extent permitted by law, may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to promptly appoint a successor Trustee acceptable by written instrument, one copy of which instrument shall be delivered to the NIMS Insurer, in accordance with this Section. Trustee so removed and one copy to the successor Trustee. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 13.7 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses13.8.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the DepositorSeller, the Certificate InsurerServicer, the Seller, any NIMS Insurer Securities Administrator and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Seller shall promptly appoint a successor Trustee that meets (approved in writing by the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer orServicer, in the case of notice of resignation of the Trustee (in consultation with the Depositorso long as such approval shall not unreasonably be withheld) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a copy in duplicate, copies of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) the Securities Administrator and the Successor Trustee; provided, however, that any such successor Trustee, (iii) any NIMS Insurer and (iv) Trustee shall be subject to the Certificate Insurerprior written approval of the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Seller or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor Seller or any NIMS insurer the Servicer may immediately remove the Trustee. If the Depositor Seller or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy in duplicate, copies of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) the Securities Administrator and to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event Holders of failure Certificates evidencing Voting Rights aggregating over 50% of the Trustee to perform its obligations hereunder) may all Voting Rights may, at any time remove the Trustee by written instrument or instruments delivered to the Depositor Servicer, the Securities Administrator, the Seller and the Trustee; and the Depositor or the Trustee Seller shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this SectionSection 9.07. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses9.08.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby trusts created by this Agreement by giving at least 30 days' prior written notice thereof to the DepositorServicer, the Certificate Insurer, the Seller, any NIMS Note Insurer and each Rating Agencythe Noteholders. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer the Noteholders and the Certificate Note Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 10.09 and shall fail to resign after written request therefor by the Depositor Servicer or any NIMS Insurer the Controlling Party, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Controlling Party may immediately remove the Trustee. If the Depositor removes the Trustee is removed under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS InsurerControlling 102 108 Party, by written instrument, in accordance with this Section. duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. (c) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof10.11. As long as The Servicer shall give the Financial Guaranty Insurance Policy is in effectRating Agency, the Trustee will send a written Placement Agent, the Note Insurer and the Noteholders notice to the Certificate Insurer of any such resignation, resignation or removal or appointment. If of the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees appointment and expenses, and if removed under the authority acceptance of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesa successor Trustee.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyCompany. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Company shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 10.01 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Company, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Company may immediately remove the Trustee. If the Depositor removes Company shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Company shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the outgoing Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) and shall pay all fees owed to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the outgoing Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, The Company shall provide notice of such resignation or removal of the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority each of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesRating Agencies.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving 30 days' written notice thereof to the Depositor, Transferor and the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably trustee acceptable to any NIMS Insurer each Enhancement Provider and the Certificate Insurer or, a Majority in the case Interest of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, outstanding Series by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurertrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trusteetrustee. Pooling and Servicing Agreement (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 11.06 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a as bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Servicer may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably trustee acceptable to the Certificate Insurer, the NIMS Insurer each Enhancement Provider and that meets the requirements to a Majority in Interest of Section 8.06, each outstanding Series by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, trustee. (iiic) to the Certificate Insurer and (iv) to If at any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of time the Trustee shall fail to perform its obligations hereunder) under this Agreement, a Majority in Interest of each outstanding Series may at any time remove the Trustee and direct the Servicer to promptly appoint a successor trustee acceptable to each Enhancement Provider and to a Majority in Interest of each outstanding Series by written instrument, in duplicate, one copy of which instrument or instruments shall be delivered to the Depositor Trustee so removed and one copy to the Trusteesuccessor trustee; the Depositor or provided that if all other procedures fail and a successor trustee has not accepted an appointment pursuant to this Section 11.07(c) within 30 days after the Trustee shall thereupon use its best efforts have received notice from the Majority in Interest of each outstanding Series of their intention to appoint remove such Trustee, the Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee acceptable trustee. (d) Notwithstanding anything herein to the NIMS Insurercontrary, in accordance with this Section. Any any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 11.07 shall not become effective until acceptance of appointment by the successor Trustee, trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses11.08.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust Trust hereby created by giving 60 days' prior written notice thereof to MBIA and the Depositor, holder of the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyTransferor Interest. Upon receiving such notice of resignation resignation, MBIA with the consent of the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation holder of the Trustee Transferor Interest (in consultation with the Depositorsuch consent not to be unreasonably withheld) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurertrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 5.05 hereof and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer MBIA, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then MBIA with the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result consent of the failure holder of the Depositor Transferor Interest (such consent not to sign and return to be unreasonably withheld) may, but shall not be required to, remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, trustee. (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 5.06 shall not become effective until acceptance of appointment by the successor Trustee, trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, 5.07 hereof and any liability of the Trustee will send a written notice arising hereunder due to the Certificate Insurer acts or omissions of any such resignation, removal or appointment. If the Trustee is removed pursuant prior to this Section 8.07, it the appointment of a successor trustee shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority survive such appointment of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesa successor trustee.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate InsurerTrust Administrator, the Seller, any NIMS Insurer Master Servicer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a copy copies of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and the successor Trustee; provided, (iii) however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer the Master Servicer may immediately remove the Trustee. If the Depositor or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor or the Master Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy copies of such written which instrument shall be delivered to (i) the resigning Trustee so removed, (ii) and the successor Trustee, (iii) to . If the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts Master Servicer fails to appoint a successor Trustee acceptable within 30 days after the giving of such notice of removal to the NIMS InsurerTrustee, in accordance with this Sectionthe Trustee being removed may petition any court of competent jurisdiction for the appointment of a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses8.08.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate InsurerMaster Servicer, the Seller, any NIMS Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) the Certificate Insurer and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer the Master Servicer may immediately remove the TrusteeTrustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such written instrument delivered to (i) the Trustee so removedCertificateholders, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurerthe Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (or excluding any Certificates held by the Certificate Insurer Seller, the Master Servicer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunderAffiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor Master Servicer, the Depositor, the Certificate Insurer and the TrusteeTrustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Master Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses8.08.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Certificate InsurerMaster Servicer, the Seller, any NIMS Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Transferor shall promptly appoint a successor Trustee that meets (approved in writing by the requirements in Section 8.06 and Credit Enhancer, so long as such approval is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositornot unreasonably withheld) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy of such written instrument delivered to (ithe Master Servicer) the resigning Trustee, (ii) and one copy to the successor Trustee; provided, (iii) however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or any NIMS Insurer the Credit Enhancer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver or if a tax is imposed or threatened with respect to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year Trust Fund by any state in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also Trust Fund is located (which tax cannot be reimbursed any outstanding and unpaid costs and expenses.vacated by the appointment of a co-Trustee or separate trustee pursuant to

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby trusts created by this Agreement by giving at least 30 days' prior written notice thereof to the DepositorServicer, the Certificate Insurer, the Seller, any NIMS Note Insurer and each Rating Agencythe Noteholders. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer the Noteholders and the Certificate Note Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. so (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 10.09 and shall fail to resign after written request therefor by the Depositor Servicer or any NIMS Insurer the Controlling Party, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Controlling Party may immediately remove the Trustee. If the Depositor removes the Trustee is removed under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS InsurerControlling Party, by written instrument, in accordance with this Section. duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. (c) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof10.11. As long as The Servicer shall give the Financial Guaranty Insurance Policy is in effectRating Agency, the Trustee will send a written Placement Agent, the Note Insurer and the Noteholders notice to the Certificate Insurer of any such resignation, resignation or removal or appointment. If of the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees appointment and expenses, and if removed under the authority acceptance of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesa successor Trustee.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate InsurerMaster Servicer, the Seller, any NIMS Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements (approved in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and writing by the Certificate Insurer, in each case, so long as such approval shall not be unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor by the Depositor or any NIMS Certificate Insurer of the Depositor, with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor Depositor, the Certificate Insurer or any NIMS insurer the Master Servicer may immediately remove the Trustee. If the Depositor Depositor, Certificate Insurer or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, so long as such approval is not unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurertrustee. The Majority Certificateholders (or may, with the prior written consent of the Certificate Insurer or any NIMS (so long as no Certificate Insurer in the event of failure of the Trustee to perform its obligations hereunder) may Default exists and is continuing), at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof8.08. As Notwithstanding anything to the contrary contained herein, so long as the Financial Guaranty Insurance Policy is in effectno Certificate Insurer Default exists, the Trustee will send a may not be removed by the Depositor or the Certificateholders without the prior written notice to consent of the Certificate Insurer of any such resignationInsurer, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it which consent shall not be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesunreasonably withheld.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Certificate InsurerServicer, the Seller, any NIMS Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Transferor shall promptly appoint a successor Trustee that meets (approved in writing by the requirements in Section 8.06 and Credit Enhancer, so long as such approval is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositornot unreasonably withheld) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy of such written instrument delivered to (ithe Servicer) the resigning Trustee, (ii) and one copy to the successor Trustee; provided, (iii) however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or any NIMS Insurer the Credit Enhancer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver or if a tax is imposed or threatens with respect to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year Trust Fund by any state in which Exchange Act reports are required the Trustee or the Trust Fund is located (d) shall fail to file any Form 10which tax cannot be vacated by the appointment of a co-D Trustee or Form 10-K when due separate trustee pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.079.10), then the Depositor Transferor or any NIMS insurer the Credit Enhancer may immediately remove the Trustee. If the Depositor Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate InsurerCredit Enhancer, the NIMS Insurer and that meets the requirements of Section 8.06, which approval shall not be unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event Holders of failure Investor Certificates evidencing Percentage Interests aggregating over 50% of the Trustee to perform its obligations hereunder) all Investor Certificates may at any time remove the Trustee by written instrument or instruments delivered to the Depositor Servicer, the Transferor and the Trustee; the Depositor or the Trustee Transferor shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate InsurerServicer, the Seller, any NIMS Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements [(approved in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and writing by the Certificate Insurer, in each case, so long as such approval shall not be unreasonably withheld)] by written instrument, with a copy copies of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and the successor Trustee; provided, (iii) however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor [with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or any NIMS Insurer the Certificate Insurer,] or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor Depositor, the Servicer [or any NIMS insurer the Certificate Insurer] may immediately remove the Trustee. If the Depositor Depositor, the Servicer [or the Certificate Insurer] removes the Trustee under the authority of the immediately preceding sentence, the Depositor or the Servicer shall promptly appoint a successor Trustee reasonably acceptable to [(approved in writing by the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, so long as such approval is not unreasonably withheld)] by written instrument, with a copy copies of such written which instrument shall be delivered to (i) the resigning Trustee so removed, (ii) and the successor Trustee, (iii) to . If the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts Servicer fails to appoint a successor Trustee acceptable within 30 days after the giving of such notice of removal to the NIMS InsurerTrustee, in accordance with this Section. Any resignation or removal of the Trustee and being removed may petition any court of competent jurisdiction for the appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. The Trustee (including or the Trustee Delaware Trustee, as Certificate Registrar) the case may be, may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyAdministrator. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Administrator shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer oror Delaware Trustee, in as the case may be, meeting the eligibility requirements of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, 10.01 by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee or Delaware Trustee and one copy to the successor Trustee or Delaware Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee or Delaware Trustee, as the case may be, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Delaware Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee or Delaware Trustee, as applicable; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee or Delaware 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 Trustee (a) or the Delaware Trustee, as the case may be, shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.06 hereof 10.01 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Administrator, or if at any time the Trustee, (b) shall be legally unable an Insolvency Event with respect to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property the Delaware Trustee, as the case may be, shall have occurred and be appointedcontinuing, or any public officer shall take charge or control of then the Administrator may remove the Trustee or of its property or affairs for the purpose of rehabilitationDelaware Trustee, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trusteeapplicable. If the Depositor removes Administrator shall remove the Trustee or the Delaware Trustee, as the case may be, under the authority of the immediately preceding sentence, the Depositor Administrator shall promptly appoint a successor Trustee reasonably acceptable to or the Certificate InsurerDelaware Trustee, the NIMS Insurer and that meets the requirements of Section 8.06as applicable, by written instrument, with a in duplicate, one copy of such written which instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments shall be delivered to the Depositor and the Trustee; the Depositor outgoing Trustee or the Trustee shall thereupon use its best efforts Delaware Trustee, as applicable, so removed and one copy to appoint a the successor Trustee acceptable or the Delaware Trustee, as applicable, and payment of all fees owed to the NIMS Insureroutgoing Trustee or Delaware Trustee, in accordance with this Sectionas applicable. Any resignation or removal of the Trustee or the Delaware Trustee, as applicable, and appointment of a successor Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee or Delaware Trustee, as provided in applicable, pursuant to Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect10.03, the Trustee will send a written notice payment of all fees and expenses owed to the Certificate Insurer outgoing Trustee or Delaware Trustee, as applicable, and the filing of any such resignation, removal or appointment. If a certificate of amendment to the Trustee is removed Trust’s certificate of trust pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority 3810(b) of the immediately preceding paragraph, Delaware Statutory Trust Act. The Administrator shall provide notice of such resignation or removal of the Trustee or the shall also be reimbursed any outstanding Delaware Trustee, as applicable, and unpaid costs and expensesto each of the Rating Agencies.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time the resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor, Depositor and the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurertrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 11.06 and shall fail to resign after written request therefor by the Depositor Servicer or any NIMS Insurer the Depositor, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) the Servicer shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, trustee by written instrument, with a in duplicate, one copy of such written instrument which installment shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trusteetrustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or PROVIDED HOWEVER, that the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable not be liable for any damages solely attributable to the NIMS Insurer, in accordance with this Section. acts or omissions of any Successor Trustee. (c) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 11.07 shall not become effective until acceptance of appointment by the successor Trustee, trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, 11.08 and any liability of the Trustee will send arising hereunder shall survive such appointment of a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensessuccessor trustee.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate InsurerSeller, the Seller, any NIMS Insurer Servicer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee; provided, (iii) however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.6 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Depositor, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver or if a tax is imposed or threatened with respect to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year Trust by any state in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07)is located, then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trusteetrustee. Immediately upon its appointment and qualification hereunder, (iii) the successor Trustee shall provide written notice to the each Holder of a Certificate Insurer of its appointment and (iv) to any NIMS Insurerqualification. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event Holders of failure of the Trustee to perform its obligations hereunder) Certificates evidencing Percentage Interests aggregating at least 51% may at any time remove the Trustee by written instrument or instruments delivered to the Depositor Depositor, the Servicer, the Seller and the Trustee; the Depositor or the Trustee and shall thereupon use its their best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.7 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses9.8.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving 60 days prior written notice thereof to the DepositorIssuer, the Certificate InsurerServicer, the Seller, any NIMS Insurer Noteholders and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Issuer shall promptly arrange to appoint a successor Trustee that meets trustee meeting the requirements in of Section 8.06 and is reasonably acceptable to any NIMS Insurer 13.6 and the Certificate Insurer or, in the case of notice of resignation of Servicer shall notify the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, Rating Agency of such appointment by written instrument, with a one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, a successor Trustee shall be appointed by Majority Facility Investors. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trustee. If no successor Trustee shall have been so appointed by the Issuer or the Noteholders and shall have accepted appointment in the manner hereinafter provided, any Noteholder, on behalf of itself and all others similarly situated, or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 13.6 and shall fail to resign after written request therefor by the Depositor Issuer or any NIMS Insurer the Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and Issuer, the Sponsor Servicer or the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Majority Facility Investors may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, . (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at At any time the Majority Facility Investors may remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to promptly appoint a successor Trustee acceptable by written instrument, one copy of which instrument shall be delivered to the NIMS Insurer, in accordance with this Section. Trustee so removed and one copy to the successor Trustee. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 13.7 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof13.8. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses.108

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Certificate InsurerServicer, the Seller, any NIMS Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Transferor shall promptly appoint a successor Trustee that meets (approved in writing by the requirements in Section 8.06 and Credit Enhancer, so long as such approval is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositornot unreasonably withheld) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy of such written instrument delivered to (ithe Servicer) the resigning Trustee, (ii) and one copy to the successor Trustee; PROVIDED, (iii) HOWEVER, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or any NIMS Insurer the Credit Enhancer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver or if a tax is imposed or threatened with respect to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year Trust Fund by any state in which Exchange Act reports are required the Trustee or the Trust Fund is located (d) shall fail to file any Form 10which tax cannot be vacated by the appointment of a co-D Trustee or Form 10-K when due separate trustee pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.079.10), then the Depositor Transferor or any NIMS insurer the Credit Enhancer may immediately remove the Trustee. If the Depositor Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate InsurerCredit Enhancer, the NIMS Insurer and that meets the requirements of Section 8.06, which approval shall not be unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurertrustee. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event Holders of failure Investor Certificates evidencing Percentage Interests aggregating over 50% of the Trustee to perform its obligations hereunder) all Investor Certificates may at any time remove the Trustee by written instrument or instruments delivered to the Depositor Servicer, the Transferor and the Trustee; the Depositor or the Trustee Transferor shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses9.08.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby trusts created by this Indenture by giving at least 60 days' prior written notice thereof to the Depositor, Issuer and the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyNoteholders. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Issuer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, Majority Noteholders by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 10.09 and shall fail to resign after written request therefor by the Depositor Issuer or any NIMS Insurer the Majority Noteholders, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Majority Noteholders may immediately remove the Trustee. If the Depositor removes the Trustee is removed under the authority of the immediately preceding sentence, the Depositor Issuer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS InsurerMajority Noteholders (which acceptance shall not be unreasonably withheld), by written instrument, in accordance duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. (c) The Majority Noteholders may at any time, remove the Trustee and appoint a successor with this Sectionthe consent of the Issuer (such consent not to be unreasonably withheld) by written instrument or instruments, in triplicate, signed by the Issuer, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Noteholders and the REMIC Servicer by the Trustee or the Issuer. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof10.11. As long as The Issuer shall give the Financial Guaranty Insurance Policy is in effect, Rating Agency and the Trustee will send a written Noteholders notice to the Certificate Insurer of any such resignationresignation or removal of the Trustee and appointment and acceptance of a successor Trustee. (e) Notwithstanding the foregoing, removal or appointment. If in the event the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraphor resigns, the Trustee or the Verification Agent and Paying Agent shall also be reimbursed removed and any outstanding successor Trustee shall also be the successor Verification Agent and unpaid costs and expensesPaying Agent.

Resignation or Removal of Trustee. The Trustee (including a) Subject to paragraph (c) below, the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the DepositorCompany, the Certificate Insurer, Servicer and the Seller, any NIMS Insurer and each Rating AgencyAgencies. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Company shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurertrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, 91 the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee acceptable to the Company (which acceptance will not unreasonably be withheld); PROVIDED that such right of the Company to approve a successor trustee shall terminate upon the occurrence of an Early Amortization Event. (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 8.6 hereof and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Company may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, trustee. (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 8.7 shall not become effective until acceptance of appointment by the successor Trustee, trustee as provided in Section 8.08 hereof. As long as 8.8. (d) The obligations of the Financial Guaranty Insurance Policy is Company described in effect, Section 8.5 hereof and the obligations of the Servicer described in Section 8.5 hereof and Section 5.2 of the Servicing Agreement shall survive the removal or resignation of the Trustee will send a written notice to the Certificate Insurer as provided in this Agreement. (e) No Trustee under this Agreement shall be personally liable for any action or omission of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensessuccessor trustee.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Certificate InsurerMaster Servicer, the Seller, any NIMS Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Transferor shall promptly appoint a successor Trustee that meets (approved in writing by the requirements in Section 8.06 and Credit Enhancer, so long as such approval is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositornot unreasonably withheld) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy of such written instrument delivered to (ithe Master Servicer) the resigning Trustee, (ii) and one copy to the successor Trustee; provided, (iii) however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or any NIMS Insurer the Credit Enhancer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver or if a tax is imposed or threatened with respect to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year Trust Fund by any state in which Exchange Act reports are required the Trustee or the Trust Fund is located (d) shall fail to file any Form 10which tax cannot be vacated by the appointment of a co-D Trustee or Form 10-K when due separate trustee pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.079.10), then the Depositor Transferor or any NIMS insurer the Credit Enhancer may immediately remove the Trustee. If the Depositor Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate InsurerCredit Enhancer, the NIMS Insurer and that meets the requirements of Section 8.06, which approval shall not be unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurertrustee. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event Holders of failure Investor Certificates evidencing Percentage Interests aggregating over ____% of the Trustee to perform its obligations hereunder) all Investor Certificates may at any time remove the Trustee by written instrument or instruments delivered to the Depositor Master Servicer, the Transferor and the Trustee; the Depositor or the Trustee Transferor shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses9.08.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the DepositorSeller, the Master Servicer, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Seller shall promptly appoint a successor Trustee that meets (approved in writing by the requirements in Section 8.06 and is reasonably acceptable to any NIMS Certificate Insurer and the Certificate Insurer orMaster Servicer, in the case of notice of resignation of the Trustee (in consultation with the Depositorso long as such approval shall not unreasonably be withheld) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a copy in duplicate, copies of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) the Certificate Insurer and the successor Trustee; provided, (iii) however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor Seller or any NIMS Insurer the Certificate Insurer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor Seller, the Master Servicer or any NIMS insurer the Certificate Insurer may immediately remove the Trustee. If the Depositor Seller, the Master Servicer or the Certificate Insurer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, so long as such approval is not unreasonably withheld) by written instrument, with a copy in duplicate, copies of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurerthe successor Trustee. The Majority Certificateholders (or Holders of Certificates evidencing Voting Rights aggregating over 50% of all Voting Rights may, with the prior written consent of the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may Insurer, at any time remove the Trustee by written instrument or instruments delivered to the Depositor Master Servicer, the Seller and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses9.07.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor TrusteeXxxxxxx. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 11.09 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Servicer may immediately remove the Trustee. If the Depositor removes it shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) Trustee and shall promptly pay all fees owed to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the outgoing Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.10 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 11.11 and payment of all fees and expenses owed and any other amounts due hereunder to the outgoing Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, The Servicer shall provide notice of such resignation or removal of the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority each of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesRating Agencies.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust Trust hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint Servicer (or the Transferor, if a successor Trustee that meets the requirements in Section 8.06 and Successor Servicer is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the DepositorServicer) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurertrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 11.6 hereof and shall fail fall to resign after written request therefor by the Depositor or any NIMS Insurer Transferor, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) then the Transferor may, but shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report not be required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to to, remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, trustee. (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 11.7 shall not become effective until acceptance of appointment by the successor Trustee, trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, 11.8 hereof and any liability of the Trustee will send a written notice arising hereunder prior to the Certificate Insurer of any such resignation, resignation or removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority survive such appointment of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesa successor trustee.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Certificate InsurerServicer, the Seller, any NIMS Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Transferor shall promptly appoint a successor Trustee that meets (approved in writing by the requirements in Section 8.06 and Credit Enhancer, so long as such approval is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositornot unreasonably withheld) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy of such written instrument delivered to (ithe Servicer) the resigning Trustee, (ii) and one copy to the successor Trustee; provided, (iii) however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or any NIMS Insurer the Credit Enhancer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver or if a tax is imposed or threatened with respect to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year Trust Fund by any state in which Exchange Act reports are required the Trustee or the Trust Fund is located (d) shall fail to file any Form 10which tax cannot be vacated by the appointment of a co-D Trustee or Form 10-K when due separate trustee pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.079.10), then the Depositor Transferor or any NIMS insurer the Credit Enhancer may immediately remove the Trustee. If the Depositor Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate InsurerCredit Enhancer, the NIMS Insurer and that meets the requirements of Section 8.06, which approval shall not be unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurertrustee. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event Holders of failure Investor Certificates evidencing Percentage Interests aggregating over 50% of the Trustee to perform its obligations hereunder) all Investor Certificates may at any time remove the Trustee by written instrument or instruments delivered to the Depositor Servicer, the Transferor and the Trustee; the Depositor or the Trustee Transferor shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses9.08.

Resignation or Removal of Trustee. The ‌ (a) Each Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created its duties hereunder by giving written notice thereof to the Depositor, Beneficial Owner and the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agencyremaining Trustees. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Beneficial Owner shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. Xxxxxxx. (b) If at any time the Delaware Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 10.1 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer therefor, or if at any time the Trusteea Trustee shall die, (b) shall be legally unable to actincapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver or conservator of the a Trustee or of its property shall be appointed, or any public officer shall take charge or control of the a Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, then the Beneficial Owner may remove such Trustee. (c) shall fail The Beneficial Owner may remove any Trustee at any time with or without cause upon written notice to deliver to all of the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or Trustees. (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentenceBeneficial Owner shall remove a Trustee, the Depositor Beneficial Owner shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the outgoing Trustee so removed, (ii) removed and one copy to the successor Trustee, . (iiie) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Trustee pursuant to Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice 10.3 and payment of all fees and expenses owed to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesoutgoing Trustee.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Depositor, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conversion or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee may also be removed at any time (i) by the Depositor, (a) if the Trustee so removedceases to be eligible to continue as such under this Agreement or if the Trustee becomes insolvent, (b) if the Trustee breaches any of its duties under this Agreement, which breach materially adversely affects the Certificateholders, (c) if through the performance or nonperformance of certain actions by the Trustee, the rating assigned to the Certificates would be lowered or (d) if the credit rating of the Trustee is downgraded to a level which would result in the rating assigned to the Certificates to be lowered; or (ii) by the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event holders of failure Certificates evidencing more than 50% of the Trustee to perform its obligations hereunder) may at any time remove Voting Interest of the Trustee by written instrument or instruments delivered to Certificates then outstanding and more than 50% of the Depositor and Percentage Interests of the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this SectionResidual Certificates. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses8.08.

Resignation or Removal of Trustee. (OR CUSTODIAN) The Trustee (including the Trustee as Certificate Registraror Custodian, if applicable) may resign at any time resign and be discharged from by giving 30 days advance written notice to the trust hereby created Employer. The resignation shall become effective 30 days after receipt of such notice unless a shorter period is agreed upon. The Employer may remove any Trustee (or Custodian) at any time by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositoror Custodian) and such removal shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a copy of such written instrument delivered to (i) the resigning Trustee, (ii) the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within be effective 30 days after the giving receipt of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of unless a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof shall fail to resign after written request therefor by the Depositor or any NIMS Insurer or if at any time the Trustee, (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurershorter period is agreed upon. The Majority Certificateholders (or Employer shall have the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts power to appoint a successor Trustee acceptable (or Custodian). Upon such resignation or removal, if the resigning or removed Trustee (or Custodian) is the sole Trustee (or Custodian), he or she shall transfer all of the assets of the Fund then held by such Trustee (or Custodian) as expeditiously as possible to the NIMS Insurer, successor Trustee (or Custodian) after paying or reserving such reasonable amount as he or she shall deem necessary to provide for the expense in accordance with this Section. Any resignation or removal the settlement of the accounts and the amount of any compensation due him or her and any sums chargeable against the Fund for which he or she may be liable. If the Funds as reserved are not sufficient for such purpose, then he or she shall be entitled to reimbursement from the successor Trustee (or Custodial) out of the assets in the successor Trustee's (or Custodian's) hands under this Plan. If that amount xxxxxxxx shall be in excess of the amount actually need the former Trustee (or Custodian) shall return such excess to the successor Trustee (or Custodian). Upon receipt of the transferred assets, the successor Trustee (or Custodian) shall thereupon succeed to all of the powers and appointment responsibilities given to the Trustee (or Custodian) by this Plan. The resigning or removed Trustee (or Custodian) shall render an accounting to the Employer and unless objected to by the employer within 30 days of its receipt, the accounting shall be deemed to have been approved and the resigning or removed Trustee (or Custodian) shall be released and discharged as to all matters set forth in the accounting. Where a financial organization is serving as Trustee (or Custodian) and it is merged with or bought by another organization (or comes under the control of any federal or state agency), that organization shall serve as the successor Trustee (or Custodian) of this Plan, but only if it is the type of organization that can so serve under applicable law. Where the Trustee or Custodian is serving as a nonbank trustee or custodian pursuant to Section 1.401-12(n) of the Income Tax Regulations, the Employer will appoint a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment (or Custodian) upon notification by the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy Commissioner of Internal Revenue that such substitution is in effect, required because the Trustee will send a written notice (or Custodian) has failed to comply with the Certificate Insurer requirements of any Section 1.401-12(n) or is not keeping such resignation, removal records or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee making such returns or the shall also be reimbursed any outstanding and unpaid costs and expenses.rendering such statements as are required by forms or regulations

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at --------------------------------- any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Certificate InsurerMaster Servicer, the Seller, any NIMS Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Transferor shall promptly appoint a successor Trustee that meets (approved in writing by the requirements in Section 8.06 and Credit Enhancer, so long as such approval is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositornot unreasonably withheld) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy of such written instrument delivered to (ithe Master Servicer) the resigning Trustee, (ii) and one copy to the successor Trustee; provided, (iii) -------- however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior ------- written approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or any NIMS Insurer the Credit Enhancer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver or if a tax is imposed or threatened with respect to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year Trust by any state in which Exchange Act reports are required the Trustee or the Trust is located (d) shall fail to file any Form 10which tax cannot be vacated by the appointment of a co-D Trustee or Form 10-K when due separate trustee pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.079.10), then the Depositor Transferor or any NIMS insurer the Credit Enhancer may immediately remove the Trustee. If the Depositor Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate InsurerCredit Enhancer, the NIMS Insurer and that meets the requirements of Section 8.06, which approval shall not be unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurertrustee. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event Holders of failure Investor Certificates evidencing Percentage Interests aggregating over 50% of the Trustee to perform its obligations hereunder) all Investor Certificates may at any time remove the Trustee by written instrument or instruments delivered to the Depositor Master Servicer, the Transferor and the Trustee; the Depositor or the Trustee Transferor shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses9.08.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving 60 days prior written notice thereof to the DepositorIssuer, the Certificate InsurerSwap Counterparty, the SellerServicer, any NIMS Insurer the Noteholders and each Rating Agency. Upon receiving such notice of resignation resignation, the Issuer shall promptly arrange to appoint a successor trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 Swap Counterparty and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case each Rating Agency of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, such appointment by written instrument, with a one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, a successor Trustee shall be appointed by the Majority Holders (with notice to the Swap Counterparty). The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trustee. If no successor Trustee shall have been so appointed and shall have accepted appointment in the manner hereinafter provided, any Noteholder, on behalf of itself and all others similarly situated, or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 13.6 and shall fail to resign after written request therefor by the Depositor Issuer or any NIMS Insurer the Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Issuer may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee. (c) At any time, (iii) the Majority Holders, to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) extent permitted by law, may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to promptly appoint a successor Trustee acceptable by written instrument, one copy of which instrument shall be delivered to the NIMS Insurer, in accordance with this Section. Trustee so removed and one copy to the successor Trustee. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 13.7 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses13.8.

Resignation or Removal of Trustee. The Trustee (including a) Subject to paragraph (c) below, the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the DepositorCompany, the Certificate Insurer, Servicer and the Seller, any NIMS Insurer and each Rating AgencyAgencies. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Company shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurertrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 8.6 hereof and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Company may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, trustee. (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 8.7 shall not become effective until acceptance of appointment by the successor Trustee, trustee as provided in Section 8.08 hereof. As long as 8.8. (d) The obligations of the Financial Guaranty Insurance Policy is Company described in effect, Sections 6.3 and 8.5 hereof and the obligations of the Servicer described in Section 8.5 hereof and Section 5.1 of the Servicing Agreement shall survive the removal or resignation of the Trustee will send a written notice to the Certificate Insurer as provided in this Agreement. (e) No Trustee under this Agreement shall be personally liable for any action or omission of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensessuccessor trustee.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer [, the Certificate Insurer, the Seller, any NIMS Insurer ] and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee; PROVIDED, (iii) HOWEVER, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor [with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or any NIMS Insurer the Certificate Insurer], or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor [or any NIMS insurer the Certificate Insurer] may immediately remove the Trustee. If the Depositor [or the Certificate Insurer] removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to [(approved in writing by the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, so long as such approval is not unreasonably withheld)] by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof9.08. As [Notwithstanding anything to the contrary contained herein, so long as the Financial Guaranty Insurance Policy is in effectno Certificate Insurer Default exists, the Trustee will send a may not be removed by the Depositor or the Certificateholders without the prior written notice to consent of the Certificate Insurer of any such resignationInsurer, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it which consent shall not be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesunreasonably withheld.]

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the DepositorSeller, the Master Servicer, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Seller shall promptly appoint a successor Trustee that meets the requirements (approved in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and writing by the Certificate Insurer, in each case, so long as such approval shall not be unreasonably withheld) by written instrument, with a copy copies of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) the successor Trustee; provided, (iii) however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerreasonable prior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor Seller, with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or any NIMS Insurer the Certificate Insurer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor Seller, the Master Servicer or any NIMS insurer the Certificate Insurer may immediately remove the Trustee. If the Depositor Seller, the Master Servicer or the Certificate Insurer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, so long as such approval is not unreasonably withheld) by written instrument, with a copy copies of such written which instrument shall be delivered to (i) the resigning Trustee so removed, (ii) and the successor Trustee. The Holders of Certificates evidencing Voting Rights aggregating at least 51% may, (iii) to with the prior written consent of the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the , so long as no Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may Default exists, at any time remove the Trustee by written instrument or instruments delivered to the Depositor Master Servicer, the Seller and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof9.08. As Notwithstanding anything to the contrary contained herein, so long as the Financial Guaranty Insurance Policy is in effectno Certificate Insurer Default exists, the Trustee will send a may not be removed by the Seller or the Certificateholders without the prior written notice to consent of the Certificate Insurer of any such resignationInsurer, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it which consent shall not be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesunreasonably withheld.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the conditions in any of the following clauses (i), (ii) or (iii) shall occur at any time time, the Servicer may remove the Trustee: (i) the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer or if at any time Servicer; (ii) the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iii) the replacement of the Trustee with a successor Trustee will enable the Servicer to avoid (and should, (cbased on the information included in the notice referred to below, result in the avoidance of) shall fail to deliver a downgrading of the ratings assigned to the Depositor Certificates by the Rating Agencies (whether or not other actions could avoid such downgrading) and no Event of Default, as provided by Section 7.01 hereof, shall have occurred or be continuing; provided, however, that no action shall be taken pursuant to this clause (iii) unless reasonable notice shall have been provided to the Sponsor Trustee, which notice shall set forth the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year basis for any rating downgrade as contemplated by the Rating Agencies and shall also indicate the manner in which Exchange Act reports are required or (d) shall fail such proposed action is intended to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee avoid such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trusteedowngrade. If the Depositor it removes the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Sectiontrustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses8.08.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Certificate InsurerMaster Servicer, the Seller, any NIMS Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Transferor shall promptly appoint a successor Trustee that meets (approved in writing by the requirements in Section 8.06 and Credit Enhancer, so long as such approval is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositornot unreasonably withheld) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy of such written instrument delivered to (ithe Master Servicer) the resigning Trustee, (ii) and one copy to the successor Trustee; provided, (iii) however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or any NIMS Insurer the Credit Enhancer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver or if a tax is imposed or threatened with respect to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year Trust by any state in which Exchange Act reports are required the Trustee or the Trust is located (d) shall fail to file any Form 10which tax cannot be vacated by the appointment of a co-D Trustee or Form 10-K when due separate trustee pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.079.10), then the Depositor Transferor or any NIMS insurer the Credit Enhancer may immediately remove the Trustee. If the Depositor Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate InsurerCredit Enhancer, the NIMS Insurer and that meets the requirements of Section 8.06, which approval shall not be unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurertrustee. The Majority Certificateholders (Holders of Investor Certificates evidencing Percentage Interests aggregating over 50% of all Investor Certificates or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) Credit Enhancer may at any time remove the Trustee by written instrument or instruments delivered to the Depositor Master Servicer, the Transferor and the Trustee; the Depositor or the Trustee Transferor shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses9.08.

Resignation or Removal of Trustee. The 5.1.1 Trustee (including the Trustee as Certificate Registrar) may resign at any time resign and be discharged from the trust hereby created by giving xxxxxx (90) days’ written notice thereof to Plan Sponsor. The Plan Sponsor may remove Trustee at any time by giving ninety (90) days’ written notice to Trustee. In the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation case of the resignation or removal of Trustee, the Depositor Plan Sponsor shall promptly appoint a successor trustee who shall have the same powers and duties as those conferred upon Trustee. If the Plan Sponsor fails to appoint a successor Trustee that meets as of the requirements in Section 8.06 effective date of the Trustee resignation or removal or as of the effective date of the termination of this Schedule and is reasonably acceptable no other Trustee remains, the Trustee will treat the Plan Sponsor as having appointed itself as Trustee and as having filed the Plan Sponsor's acceptance of appointment as successor Trustee with the Trustee. 5.1.2 Trustee shall execute, acknowledge and deliver all documents and written instruments necessary to any NIMS Insurer transfer and deliver all of the Certificate Insurer assets of the Trust Fund and all rights and privileges therein to the successor trustee or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint its discretion, to a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a copy of such written instrument delivered to (i) the resigning Trustee, (ii) the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction as the Trustee deems necessary, within a reasonable time, after reserving such reasonable amount as it shall deem necessary to provide for any expenses and payments then chargeable against the Trust Fund for which the Trust Fund may be liable, or for payment of the retiring Trustee’s fees and expenses in connection with the settlement of its account or otherwise. If the assets so withheld shall be insufficient or excessive for such purposes, the retiring Trustee shall be entitled to reimbursement for any deficiency out of the Trust Fund from the successor trustee, or shall deliver the excess to the successor trustee, as the case may be. Following the effective date of the removal or resignation of Trustee, upon request, the Trustee shall provide the Plan Sponsor a written account of all Trust Fund transactions since the most recent report provided to the Plan Sponsor. The provisions of Section 2.6 shall be applicable to such account. The term “Trustee” as used in this Schedule shall be deemed to apply to any successor trustee. 5.1.3 Upon the appointment of a successor Trustee. If at any time trustee, the resigning and removed Trustee (a) shall cease to be eligible in accordance with discharged from further accountability for the provisions Trust Fund, and shall be under no further duty, obligation or responsibility for the disposition by such successor trustee of Section 8.06 hereof shall fail to resign after written request therefor by the Depositor Trust Fund or any NIMS Insurer or if at any time the Trustee, (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensespart thereof.

Resignation or Removal of Trustee. The Trustee (including a) Subject to the provisions of subsection (c) of this Section , the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby trusts created by this Agreement by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation resignation, the Servicer, with the consent of the TrusteeCertificate Insurer (unless an Insurer Default shall have occurred and be continuing), the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required Servicer or (dso long as an Insurer Default shall not have occurred and be continuing) the Certificate Insurer shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee is removed under the authority of the immediately preceding sentence, the Depositor Servicer or the Certificate Insurer, as the case may be, shall promptly appoint a successor Trustee reasonably by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Servicer shall also pay all amounts due and owing to the outgoing Trustee. Any successor trustee shall (so long as an Insurer Default shall not have occurred and be continuing) be acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to . (ic) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.8 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, 11.9. (d) If the Trustee will send a written notice and the Backup Servicer shall be the same Person and the rights and obligations of the Backup Servicer shall have been terminated pursuant to Section 10.2, then the Certificate Insurer of any such resignation(or, removal or appointment. If if an Insurer Default shall have occurred and be continuing, a Certificate Majority) shall have the Trustee is removed pursuant option, by 60 days' prior notice in writing to this Section 8.07the Servicer and the Trustee, it shall be reimbursed any outstanding and unpaid fees and expensesto remove the Trustee, and if removed under the authority of Certificate Insurer shall not have any liability to the immediately preceding paragraphTrustee, the Trustee Depositor, the Servicer or the shall also be reimbursed any outstanding and unpaid costs and expensesCertificateholder in connection with such removal.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer [, the Certificate Insurer, the Seller, any NIMS Insurer ] and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee; provided, (iii) however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor [with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or any NIMS Insurer the Certificate Insurer], or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor [or any NIMS insurer the Certificate Insurer] may immediately remove the Trustee. If the Depositor [or the Certificate Insurer] removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to [(approved in writing by the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, so long as such approval is not unreasonably withheld)] by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof9.08. As [Notwithstanding anything to the contrary contained herein, so long as the Financial Guaranty Insurance Policy is in effectno Certificate Insurer Default exists, the Trustee will send a may not be removed by the Depositor or the Certificateholders without the prior written notice to consent of the Certificate Insurer of any such resignationInsurer, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it which consent shall not be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesunreasonably withheld.]

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a copy of such written instrument delivered to (i) the resigning Trustee, (ii) the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof shall fail to resign after written request therefor by the Depositor or any NIMS Insurer or if at any time the Trustee, (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Certificate Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving 30 days' prior written notice thereof to the DepositorNAFCO, the Certificate InsurerAdministrator, the SellerApplicable Rating Agencies, any NIMS Insurer the Certificateholders and each Rating Agencythe Purchaser Agents. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor NAFCO shall promptly appoint a successor Trustee that trustee who meets the eligibility requirements set forth in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, 11.06 by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurertrustee. If no successor Trustee trustee shall have been so appointed and having shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of to appoint a successor Trustee. trustee. (b) If at any time the Trustee (a) shall cease to be eligible to be the Trustee hereunder in accordance with the provisions of Section 8.06 11.06 hereof and shall fail to resign promptly after its receipt of a written request therefor by the Depositor or any NIMS Insurer Administrator, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or if a receiver of for the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Administrator may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, trustee. (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 11.07 shall not become effective until acceptance of appointment by the successor Trustee, trustee as provided in Section 8.08 11.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. The Trustee (including or the Trustee Delaware Trustee, as Certificate Registrar) the case may be, may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyAdministrator. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Administrator shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer oror Delaware Trustee, in as the case may be, meeting the eligibility requirements of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, 10.01 by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee or Delaware Trustee and one copy to the successor Trustee or Delaware Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee or Delaware Trustee, as the case may be, shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Delaware Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee or Delaware Trustee, as applicable; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee or Delaware 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 Trustee (a) or the Delaware Trustee, as the case may be, shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.06 hereof 10.01 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Administrator, or if at any time the Trustee, (b) shall be legally unable an Insolvency Event with respect to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property the Delaware Trustee, as the case may be, shall have occurred and be appointedcontinuing, or any public officer shall take charge or control of then the Administrator may remove the Trustee or of its property or affairs for the purpose of rehabilitationDelaware Trustee, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trusteeapplicable. If the Depositor removes Administrator shall remove the Trustee or the Delaware Trustee, as the case may be, under the authority of the immediately preceding sentence, the Depositor Administrator shall promptly appoint a successor Trustee reasonably acceptable to or the Certificate InsurerDelaware Trustee, the NIMS Insurer and that meets the requirements of Section 8.06as applicable, by written instrument, with a in duplicate, one copy of such written which instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments shall be delivered to the Depositor and the Trustee; the Depositor outgoing Trustee or the Trustee shall thereupon use its best efforts Delaware Trustee, as applicable, so removed and one copy to appoint a the successor Trustee acceptable or the Delaware Trustee, as applicable, and payment of all fees owed to the NIMS Insureroutgoing Trustee or Delaware Trustee, in accordance with this Sectionas applicable. Any resignation or removal of the Trustee or the Delaware Trustee, as applicable, and appointment of a successor Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee or Delaware Trustee, as provided in applicable, pursuant to Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect10.03, the Trustee will send a written notice payment of all fees and expenses owed to the Certificate Insurer outgoing Trustee or Delaware Trustee, as applicable, and the filing of any such resignation, removal or appointment. If a certificate of amendment to the Trustee is removed Trust’s certificate of trust pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority 3810(b) of the immediately preceding paragraph, Delaware Statutory Trust Act. The Administrator shall provide notice of such resignation or removal of the Trustee or the shall also be reimbursed any outstanding Delaware Trustee, as applicable, and unpaid costs and expensesto each of the Rating Agencies.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may resign at any time resign and be discharged from the trust hereby created by giving with or without cause upon written notice thereof to the Depositor, Responsible Individual. Resignation will take effect 30 days after the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving date such notice is sent, unless a suc- cessor Trustee is duly appointed before that date. The Trustee may be removed at any time with or without cause by the Responsible Individual on 30 days’ written notice to the Trustee. Such effective date may be changed upon writ- ten mutual agreement. The Responsible Individual’s notice of resignation removal of the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer orbe effective, in the case of must include notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a copy of such written instrument delivered to (i) the resigning Trustee, (ii) the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Xxxxxxx and a written acceptance of such appointment by the successor Trustee. If at any If, by the effective date of either the Trustee’s res- ignation, removal, or such longer time as the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof shall fail to resign after written request therefor by the Depositor or any NIMS Insurer or if at any time the Trustee, (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentenceagree to, the Depositor shall promptly appoint Responsible Individual has not appointed a successor Trustee reasonably acceptable to the Certificate Insurerwhich has duly accepted such appoint- ment, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint terminate the Trust Account, which shall be effected by distributing all assets in the Trust Account in a successor Trustee acceptable single sum, in cash or in kind, to the NIMS InsurerResponsible Individual, in accordance with this Sectionsubject to the Trustee’s right to reserve funds as provided herein. Any Upon the resignation or removal of the Trustee and appointment or termination, the Trustee shall be entitled to deduct from the Trust such reasonable amount as it deems necessary to provide for expenses in the set- tlement of its account, the amount of compensation due to it, and/or any taxes or other sums chargeable against the Trust for which it may be liable. If the Trust is not sufficient for such purposes, the Trustee shall have the right to a successor Trustee pursuant to any set- tlement of its account, which, at the option of the provisions Trustee, may be by judicial settlement in an action the Trustee insti- tutes in a court of this Section 8.07 competent jurisdiction; or by a settlement agreement between the Trustee and the Responsible Individual. Upon settlement, all right, title and interest of the Trustee in the assets of the Trust shall not become effective until acceptance vest in the succes- sor Trustee. At that time, all future liability of appointment by the Trustee shall terminate under the Trust; provided, however, the Trustee shall execute, acknowledge and deliver all docu- ments and written instruments necessary to transfer and convey the right, title and interest in the assets of the Trust, to the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor, Seller and the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Seller shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurertrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If trustee. (b) The Servicer may remove the Trustee at any time and from time to time by giving written notice of such removal to the Trustee if any of the following events or circumstances occurs at any time (asuch notice to be sent at least thirty days prior to the date of removal in the case of clause (vi) below): (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 11.6 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer or if at any time Servicer; or (ii) the Trustee, (b) Trustee shall be legally unable to act, or ; or (iii) the Trustee shall be adjudged a bankrupt or insolvent, or ; or (iv) a receiver of the Trustee or of its property shall be appointed, or ; or (v) any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; or (cvi) the Trustee shall fail to deliver perform, as determined by the Servicer in its sole discretion, any of the Trustee's duties or responsibilities under this Agreement or any Supplement in a manner and at a cost that is satisfactory to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the TrusteeServicer. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor The Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, trustee. (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, trustee as provided in Section 8.08 11.8 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate InsurerMaster Servicer, the Seller, any NIMS Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements (approved in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and writing by the Certificate Insurer, in each case, so long as such approval shall not be unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee 113 shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor by the Depositor Certificate Insurer or any NIMS the Depositor, with the consent of the Certificate Insurer (so long as no Insurer Default exists) or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor Depositor, the Certificate Insurer or any NIMS insurer the Master Servicer may immediately remove the Trustee. If the Depositor Depositor, Certificate Insurer or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, so long as such approval is not unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurertrustee. The Majority Certificateholders (or may, with the prior written consent of the Certificate Insurer or any NIMS (so long as no Insurer in the event of failure of the Trustee to perform its obligations hereunder) may Default exists and is continuing), at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof8.08. As Notwithstanding anything to the contrary contained herein, so long as the Financial Guaranty Insurance Policy is in effectno Insurer Default exists, the Trustee will send a may not be removed by the Depositor or the Certificateholders without the prior written notice to consent of the Certificate Insurer of any such resignationInsurer, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it which consent shall not be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesunreasonably withheld.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving 30 days' prior written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation resignation, with the prior written consent of the TrusteeCertificate Insurer and the Holders of Class A Certificates evidencing not less than 66-2/3% of the Class A Certificate Balance, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the Certificate Insurer may appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. The Trustee may be removed at any time by written demand of the Certificate Insurer delivered to the Trustee and the Servicer. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.7 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer 101 Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver receiver, conservator or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Certificate Insurer shall (c) so long as no Insurer Default shall fail to deliver to the Depositor have occurred and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07be continuing), then or the Depositor or any NIMS insurer Servicer may immediately (if an Insurer Default shall have occurred and be continuing) remove the Trustee. If the Depositor removes Certificate Insurer or the Servicer shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer or the Certificate Insurer, as the case may be, shall promptly appoint a successor Trustee reasonably by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, and pay all fees and expenses owed to the outgoing Trustee, provided that any successor Trustee appointed by the Servicer shall be acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a copy of such written instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.8 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 9.9 and payment of all fees and expenses owed to the outgoing Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, The Servicer shall provide notice of such resignation or removal of the Trustee will send a written notice to each of the Certificate Insurer of any such resignation, removal or appointmentRating Agencies and the Depositor. If the Trustee is removed and the Back-up Servicer shall be the same Person and the rights and obligations of the Back-up Servicer shall have been terminated pursuant to this Section 8.079.8, it then the Certificate Insurer (or, if an Insurer Default shall have occurred and be reimbursed any outstanding continuing, Holders of Class A Certificates evidencing a majority of the Class A Certificate Balance outstanding) shall have the option, by 60 days' prior notice in writing to the Servicer and unpaid fees and expensesthe Trustee, to remove the Trustee, and if removed under the authority of Certificate Insurer shall not have any liability to the immediately preceding paragraphTrustee, LBAC, the Trustee Depositor, the Servicer or the shall also be reimbursed any outstanding and unpaid costs and expensesCertificateholder in connection with such removal.

Resignation or Removal of Trustee. The Trustee (including a) Subject to paragraph (c) below, the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the DepositorCompany, the Certificate Insurer, Servicer and the Seller, any NIMS Insurer and each Rating AgencyAgencies. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Company shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurertrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee acceptable to the Company (which acceptance will not unreasonably be withheld); provided that such right of the Company to approve a successor trustee shall terminate upon the occurrence of an Early Amortization Event. (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 8.6 hereof and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Company may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, trustee. (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 8.7 shall not become effective until acceptance of appointment by the successor Trustee, trustee as provided in Section 8.08 hereof. As long as 8.8. (d) The obligations of the Financial Guaranty Insurance Policy is Company described in effect, Section 8.5 hereof and the obligations of the Servicer described in Section 8.5 hereof and Section 5.2 of the Servicing Agreement shall survive the removal or resignation of the Trustee will send a written notice to the Certificate Insurer as provided in this Agreement. (e) No Trustee under this Agreement shall be personally liable for any action or omission of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensessuccessor trustee.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate InsurerMaster Servicer, the Seller, any NIMS Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements (approved in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and writing by the Certificate Insurer, in each case, so long as such approval shall not be unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor by the Depositor or any NIMS Certificate Insurer of the Depositor, with the consent of the Certificate Insurer (so long as no Insurer Default exists) or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor Depositor, the Certificate Insurer or any NIMS insurer the Master Servicer may immediately remove the Trustee. If the Depositor Depositor, Certificate Insurer or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, so long as such approval is not unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurertrustee. The Majority Certificateholders (or may, with the prior written consent of the Certificate Insurer or any NIMS (so long as no Insurer in the event of failure of the Trustee to perform its obligations hereunder) may Default exists and is continuing), at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof8.08. As Notwithstanding anything to the contrary contained herein, so long as the Financial Guaranty Insurance Policy is in effectno Insurer Default exists, the Trustee will send a may not be removed by the Depositor or the Certificateholders without the prior written notice to consent of the Certificate Insurer of any such resignationInsurer, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it which consent shall not be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesunreasonably withheld.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, Servicer and the Seller, . A copy of any NIMS Insurer and such notice shall be sent to each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Seller 115 shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) each of the resigning Trustee, (ii) Servicer and the Seller and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 11.06 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Depositor, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes shall have removed the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee. Holders of Class A Certificates, (iii) Holders of Class M Certificates and Holders of Class B-1 Certificates evidencing, as to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (each such Class, Percentage Interests aggregating 51% or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) more may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of such instruments shall be delivered to the Depositor Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders, the Seller and the Trustee; Servicer by the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this SectionDepositor. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses11.08.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving 60 days prior written notice thereof to the DepositorIssuer, Servicer, the Certificate Insurer, Noteholders and the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly arrange to appoint a successor Trustee that meets trustee, subject to the approval of the Majority Holders, meeting the requirements in of Section 8.06 and is reasonably acceptable to any NIMS Insurer 14.6 and the Certificate Insurer or, in the case of notice of resignation of Servicer shall notify the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, Rating Agency of such appointment by written instrument, with a one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, a successor Trustee shall be appointed by Majority Holders. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trustee. If no successor Trustee shall have been so appointed by the Servicer or the Noteholders and shall have accepted appointment in the manner hereinafter provided, any Noteholder, on behalf of itself and all others similarly situated, or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 14.6 hereof and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and Servicer or the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Majority Holders may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, . (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at At any time the Majority Holders may remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to promptly appoint a successor Trustee acceptable by written instrument, one copy of which instrument shall be delivered to the NIMS Insurer, in accordance with this Section. Trustee so removed and one copy to the successor Trustee. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 14.7 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 14.8 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate InsurerSeller, the Seller, any NIMS Insurer Master Servicer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee; provided, (iii) however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.6 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Depositor, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver or if a tax is imposed or threatened with respect to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year Trust by any state in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07)is located, then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trusteetrustee. Immediately upon its appointment and qualification hereunder, (iii) the successor Trustee shall provide written notice to the each Holder of a Certificate Insurer of its appointment and (iv) to any NIMS Insurerqualification. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event Holders of failure of the Trustee to perform its obligations hereunder) Certificates evidencing Percentage Interests aggregating at least 51% may at any time remove the Trustee by written instrument or instruments delivered to the Depositor Depositor, the Master Servicer, the Seller and the Trustee; the Depositor or the Trustee and shall thereupon use its their best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.7 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses9.8.

Resignation or Removal of Trustee. The (a) Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created its obligations hereunder by giving 30 days' prior written notice thereof to the DepositorTransferor, Servicer, the Certificate InsurerRating Agencies, the Seller, any NIMS Insurer Investor Certificateholders and each Rating Agencythe Agents. Upon receiving such the notice of resignation resignation, Transferor shall promptly appoint, subject to satisfaction of the TrusteeModification Condition, the Depositor shall promptly appoint a successor Trustee that who meets the eligibility requirements set forth in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, 11.6 by written instrument, with a in duplicate, one copy of such written instrument which shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having shall have accepted appointment within 30 days after the giving of such the notice of resignation, the resigning Trustee Trustee, upon notice to Transferor, Servicer, and each Agent, may petition any court of competent jurisdiction for the appointment of to appoint a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible to be Trustee hereunder in accordance with the provisions of Section 8.06 11.6 hereof and shall fail to resign promptly after its receipt of a written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or if a receiver of the for Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver then Servicer may remove Trustee and, subject to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 consent of each calendar year in Agent (which Exchange Act reports are required consent shall not be unreasonably withheld or (ddelayed) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result and satisfaction of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07)Modification Condition, then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written instrument which shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, . (iiic) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 section shall not become effective until (i) acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 11.8 hereof. As long as the Financial Guaranty Insurance Policy is , and (ii) such successor Trustee shall have agreed in writing to be bound by any Intercreditor Agreements then in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust hereby created by giving 30 days' written notice thereof to the DepositorTransferor, the Certificate Insurer, Parent and the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably trustee acceptable to any NIMS Insurer each Enhancement Provider and the Certificate Insurer or, a Majority in the case Interest of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, outstanding Series by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurertrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 11.06 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a as bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to then the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to Servicer may remove the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer may immediately remove the Trustee. If the Depositor removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall and promptly appoint a successor Trustee reasonably trustee acceptable to the Certificate Insurer, the NIMS Insurer each Enhancement Provider and that meets the requirements to a Majority in Interest of Section 8.06, each outstanding Series by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, trustee. (iiic) to the Certificate Insurer and (iv) to If at any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of time the Trustee shall fail to perform its obligations hereunder) under this Agreement, a Majority in Interest of each outstanding Series may at any time remove the Trustee and direct the Servicer to promptly appoint a successor trustee acceptable to each Enhancement Provider and to a Majority in Interest of each outstanding Series by written instrument, in duplicate, one copy of which instrument or instruments shall be delivered to the Depositor Trustee so removed and one copy to the Trusteesuccessor trustee; the Depositor or provided that if all other procedures fail and a successor trustee has not accepted an appointment pursuant to this Section 11.07(c) within 30 days after the Trustee shall thereupon use its best efforts have received notice from the Majority in Interest of each outstanding Series of their intention to appoint remove such Trustee, the Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee acceptable trustee. (d) Notwithstanding anything herein to the NIMS Insurercontrary, in accordance with this Section. Any any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 11.07 shall not become effective until acceptance of appointment by the successor Trustee, trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses11.08.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate InsurerMaster Servicer, the Seller, any NIMS Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor shall promptly appoint a successor Trustee that meets the requirements (approved in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and writing by the Certificate Insurer, in each case, so long as such approval shall not be unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof and shall fail to resign after written request therefor by the Depositor Certificate Insurer or any NIMS the Depositor, with the consent of the Certificate Insurer (so long as no Insurer Default exists) or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor Depositor, the Certificate Insurer or any NIMS insurer the Master Servicer may immediately remove the Trustee. If the Depositor Depositor, Certificate Insurer or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, so long as such approval is not unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurertrustee. The Majority Certificateholders (or may, with the prior written consent of the Certificate Insurer or any NIMS (so long as no Insurer in the event of failure of the Trustee to perform its obligations hereunder) may Default exists and is continuing), at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses.the

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving 30 days' prior written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating AgencyServicer. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Servicer shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each caseTrustee, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 10.9 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Servicer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver receiver, conservator or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Servicer may immediately remove the Trustee. If the Depositor removes the Trustee is removed under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, trustee by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) Trustee and shall promptly pay all fees owed to the Certificate Insurer and outgoing Trustee. (ivc) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 10.10 shall not become effective until acceptance of appointment by the successor succes- 104 111 sor Trustee pursuant to Section 10.11 and payment of all fees and expenses owed and any other amounts due hereunder to the outgoing Trustee, as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, The Servicer shall provide notice of such resignation or removal of the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesRating Agencies.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any --------------------------------- time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Certificate InsurerMaster Servicer, the Seller, any NIMS Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Transferor shall promptly appoint a successor Trustee that meets (approved in writing by the requirements in Section 8.06 and Credit Enhancer, so long as such approval is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositornot unreasonably withheld) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy of such written instrument delivered to (ithe Master Servicer) the resigning Trustee, (ii) and one copy to the successor Trustee; provided, (iii) -------- however, that any NIMS Insurer and (iv) such successor Trustee shall be subject to the Certificate Insurerprior written ------- approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or any NIMS Insurer the Credit Enhancer, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver or if a tax is imposed or threatened with respect to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year Trust by any state in which Exchange Act reports are required the Trustee or the Trust is located (d) shall fail to file any Form 10which tax cannot be vacated by the appointment of a co-D Trustee or Form 10-K when due separate trustee pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.079.10), then the Depositor Transferor or any NIMS insurer the Credit Enhancer may immediately remove the Trustee. If the Depositor Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee reasonably acceptable to (approved in writing by the Certificate InsurerCredit Enhancer, the NIMS Insurer and that meets the requirements of Section 8.06, which approval shall not be unreasonably withheld) by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the Trustee so removed, (ii) removed and one copy to the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurertrustee. The Majority Certificateholders (Holders of Investor Certificates evidencing Percentage Interests aggregating over 50% of all Investor Certificates in the aggregate or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) Credit Enhancer may at any time remove the Trustee by written instrument or instruments delivered to the Depositor Master Servicer, the Transferor and the Trustee; the Depositor or the Trustee Transferor shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, trustee in accordance with this Section. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee, Trustee as provided in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expenses9.08.

Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trust trusts hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer Seller and each Rating AgencyCertificateholder. Upon receiving such notice of resignation of the Trusteeresignation, the Depositor Majority Certificateholders with the approval of each Rating Agency, if any, shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, with a in duplicate, one copy of such written which instrument shall be delivered to (i) the resigning Trustee, (ii) Trustee and one copy to the successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof 11.08 and shall fail to resign after written request therefor by the Depositor or any NIMS Insurer Seller, or if at any time the Trustee, (b) Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Depositor or any NIMS insurer Majority Certificateholders may immediately remove the Trustee. If the Depositor removes Majority Certificateholders shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Majority Certificateholders with the approval of each Rating Agency, if any, shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, with a in duplicate, one copy of such written which instrument delivered to (i) the Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments shall be delivered to the Depositor outgoing Trustee so removed and one copy to the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable and payment of all fees and expenses owed to the NIMS Insurer, in accordance with this Sectionoutgoing Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.09 shall not become effective until acceptance of appointment by the successor Trustee, as provided in Trustee pursuant to Section 8.08 hereof11.10 and payment of all fees and expenses owed to the outgoing Trustee or upon order of a court of competent jurisdiction. As long as the Financial Guaranty Insurance Policy is in effect, The Seller shall provide notice of such resignation or removal of the Trustee will send a written notice to the Certificate Insurer of any such resignationeach Rating Agency, removal or appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Trustee or the shall also be reimbursed any outstanding and unpaid costs and expensesany.