Common use of Resignation or Removal of Trustee Clause in Contracts

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly 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. Other than such instrument, and as provided in Section Sections 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section Sections 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating AgenciesAgencies and the Counterparties.

Resignation or Removal of Trustee. (aOR CUSTODIAN) The Trustee (or Custodian, if applicable) may resign at any time resign and be discharged from by giving 30 days advance written notice to the trusts 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 Administrator. Upon receiving such Trustee (or Custodian) and such removal shall be effective 30 days after receipt of such notice of resignation, unless a shorter period is agreed upon. The Employer shall have the Administrator shall promptly power to appoint a successor Trustee by written instrument(or Custodian). Upon such resignation or removal, in duplicate, one copy of which instrument shall be delivered to if the resigning or removed Trustee and one copy (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 successor TrusteeTrustee (or Custodian) after paying or reserving such reasonable amount as he or she shall deem necessary to provide for the expense in 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. Other than If the Funds as reserved are not sufficient for such instrumentpurpose, and as provided in Section 10.2(b) and 10.3 below, no other documentation then he or action she shall be requiredentitled to reimbursement from the successor Trustee (or Custodian) out of the assets in the successor Trustee's (or Custodian's) hands under this Plan. If the amount reserved shall be in excess of the amount actually needed, and notwithstanding anything the former Trustee (or Custodian) shall return such excess to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee (or Custodian). Upon receipt of the transferred assets, the successor Trustee (or Custodian) shall have been so appointed thereupon succeed to all of the powers and have accepted 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 after the giving of such notice of resignationits receipt, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee accounting shall be legally unable deemed to act, have been approved and the resigning or removed Trustee (or Custodian) shall be adjudged bankrupt released and discharged as to all matters set forth in the accounting. Where a financial organization is serving as Trustee (or insolventCustodian) 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 a receiver Custodian) of this Plan, but only if it is the type of organization that can so serve under applicable law. Where the Trustee or of its property shall be appointed, Custodian is serving as a nonbank trustee or any public officer shall take charge or control custodian pursuant to Section 1.401-12(n) of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentenceIncome Tax Regulations, the Administrator shall promptly Employer will appoint a successor Trustee (or Custodian) upon notification by written instrument, in duplicate, one copy the Commissioner of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than Internal Revenue that such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be substitution is required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of because the Trustee and appointment (or Custodian) has failed to comply with the requirements of a successor Trustee pursuant to this Section shall 1.401-12(n) or is not become effective until acceptance of appointment keeping such records or making such returns or rendering such statements as are required by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation forms or removal of the Trustee to each of the Rating Agenciesregulations.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly 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. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. As a condition precedent to the effectiveness of any such resignation, the Trustee shall provide to the Depositor and the Servicer, at least 30 calendar days prior to the effective date of such resignation, written notice, in form and substance reasonably satisfactory to the Depositor and the Servicer, containing all information reasonably requested by the Depositor and the Servicer in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If the Trustee fails to fulfill its obligations under this Section 8.07 with respect to notice to the Depositor and the Servicer and such failure continues for the lesser of 10 calendar days or such period in which the applicable Exchange Act report can be filed timely (without taking into account any extensions), the Servicer may terminate the Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor, or if at any time the 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 Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor. Upon receiving such notice of resignation, the Administrator Depositor shall promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor, or if at any time the 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, then the Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee may also be removed at any time (i) by the Depositor, and pay all fees owed (a) if the Trustee ceases to be eligible to continue as such under this Agreement or if the outgoing Trustee. Other than such instrumentTrustee becomes insolvent, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (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, any rating assigned to the Certificates would be reduced, qualified or withdrawn or (d) if the credit rating of the Trustee is downgraded to a level which would result in any rating assigned to the Certificates to be reduced, qualified or withdrawn; or (ii) by the Holders of Certificates evidencing more than 50% of the Voting Interest of the Certificates then Outstanding, more than 50% of the Percentage Interests of the Class CE Certificates then Outstanding and more than 50% of the Percentage Interests of the Residual Certificates then Outstanding. 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 as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 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 has in fact assumed such appointment. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.9 and shall fail to resign after written request therefor by the AdministratorServicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator Servicer may remove the Trustee. If the Administrator shall remove the Trustee is removed under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to removed, the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required Holders at their respective addresses of any Person with respect to such appointment or entering into any such agreement, record and the amendment provisions hereof will not apply to such instrumentRating Agencies. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.10 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 9.11. (d) The respective obligations of Seller and payment Servicer described in this Agreement shall survive the removal or resignation of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agenciesas provided in this Agreement.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly 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. Other than such instrument, and as provided in Section Sections 10.2(b) and 10.3 below10.3, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section Sections 10.2(b) and 10.3 below10.3, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies[ and the Counterparties].

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 60 days prior written notice thereof to the AdministratorIssuer, the Servicer, the Noteholders and each Rating Agency. Upon receiving such notice of resignation, the Administrator Issuer shall promptly arrange to appoint a successor trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee and each Rating Agency of such appointment by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 13.6 and shall fail to resign after written request therefor by the AdministratorIssuer or the Servicer, or if at any time the 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 Administrator Issuer may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (bc) At any time, the Majority Holders, to the extent permitted by law, may remove the Trustee and promptly appoint a successor Trustee by written instrument, one copy of which instrument shall be delivered to the 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 13.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies13.8.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign as Trustee and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorTransferors and the Servicer. Upon receiving such notice of resignation, the Administrator Transferors shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.06 hereof and shall fail to resign after written request therefor by the AdministratorTransferors, or if at any time the 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, trustee and shall promptly pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor Trustee pursuant to trustee as provided in Section 10.3 11.08 hereof and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of Any such resignation or removal liability of the Trustee to each arising hereunder shall survive such appointment of the Rating Agenciesa successor 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 trusts trust hereby created by giving written notice thereof to the AdministratorDepositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignationresignation of the Trustee, the Administrator 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, in duplicate, one with a copy of which such written instrument shall be delivered to (i) the resigning Trustee and one copy to Trustee, (ii) the successor Trustee. Other than such instrument, (iii) any NIMS Insurer and as provided in Section 10.2(b(iv) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentCertificate Insurer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 and 8.06 hereof shall fail to resign after written request therefor by the Administrator, Depositor or any NIMS Insurer or if at any time the Trustee 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 Administrator Depositor or any NIMS insurer may immediately remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator 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, in duplicate, one with a copy of which such written instrument shall be delivered to (i) the outgoing Trustee so removed and one copy to removed, (ii) the successor Trustee, and pay all fees owed (iii) to the outgoing TrusteeCertificate Insurer and (iv) to any NIMS Insurer. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation The Majority Certificateholders (or action shall be required, and notwithstanding anything herein the Certificate Insurer or any NIMS Insurer in the Basic Documents 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 contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Depositor and the amendment provisions hereof will not apply Trustee; the Depositor or the Trustee shall thereupon use its best efforts to such instrument. (b) 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 10.3 8.07, it shall be reimbursed any outstanding and payment of all unpaid fees and expenses owed to expenses, and if removed under the outgoing Trustee. The Administrator shall provide notice of such resignation or removal authority of the immediately preceding paragraph, the Trustee to each of or the Rating Agenciesshall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer with a copy to the Enhancement Provider. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee 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. Other than such instrumenttrustee, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything subject to the contrary herein or in consent of the Basic Documents, no consent shall be required Enhancement Provider of any Person with respect Series (if the Supplement relating to such appointment Series so requires) which shall not be unreasonably withheld. In addition, the Servicer shall notify the Rating Agency of the removal or entering into any such agreement, and discharge of the amendment provisions hereof will not apply to such instrumentTrustee. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after ------------ written request therefor by the AdministratorSeller, or if at any time the 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 Administrator Seller may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall ------------ not become effective until acceptance of appointment by the successor Trustee pursuant to trustee as provided in Section 10.3 11.8 hereof and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal any liability of the Trustee arising ------------ hereunder shall survive such appointment of a successor trustee. Notice of any action under this Section 11.7 shall be sent to each of the Rating Agencies.. ------------ -110-

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If (i) the Trustee shall fail to perform any of its obligations hereunder, (ii) a Certificateholder shall deliver written notice of such failure to the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Holders of Investor Certificates representing more than 50% of the Invested Amount shall have the right to remove the Trustee and (with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee. Other than such instrument, Trustee so removed and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. (bd) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.8 hereof and any liability of the Trustee pursuant to Section 10.3 and payment arising hereunder shall survive such appointment of all fees and expenses owed to the outgoing Trusteea successor trustee. The Administrator shall provide notice Notice of such any resignation or removal of the Trustee and appointment of a successor trustee shall be provided to each of Moody's and Standard & Poor's by the Rating AgenciesServicer in a prompt manner.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 60 days prior written notice thereof to the AdministratorIssuer, the Swap Counterparty, the Servicer, the Noteholders and each Rating Agency. Upon receiving such notice of resignation, the Administrator Issuer shall promptly arrange to appoint a successor Trustee trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee, the Swap Counterparty and each Rating Agency of such appointment by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 13.6 and shall fail to resign after written request therefor by the AdministratorIssuer or the Servicer, or if at any time the 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 Administrator Issuer or the Majority Holders may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (bc) At any time the Majority Holders may remove the Trustee and promptly appoint a successor Trustee by written instrument, one copy of which instrument shall be delivered to the 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 13.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies13.8.

Resignation or Removal of Trustee. (aOR CUSTODIAN) The Trustee (or Custodian, if applicable) may resign at any time resign and be discharged from by giving 30 days advance written notice to the trusts 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 Administrator. Upon receiving such Trustee (or Custodian) and such removal shall be effective 30 days after receipt of such notice of resignation, unless a shorter period is agreed upon. The Employer shall have the Administrator shall promptly power to appoint a successor Trustee by written instrument(or Custodian). Upon such resignation or removal, in duplicate, one copy of which instrument shall be delivered to if the resigning or removed Trustee and one copy (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 successor TrusteeTrustee (or Custodian) after paying or reserving such reasonable amount as he or she shall deem necessary to provide for the expense in 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. Other than If the Funds as reserved are not sufficient for such instrumentpurpose, and as provided in Section 10.2(b) and 10.3 below, no other documentation then he or action she shall be requiredentitled to reimbursement from the successor Trustee (or Custodian) out of the assets in the successor Trustee's (or Xxxxxxxxx's) hands under this Plan. If the amount reserved shall be in excess of the amount actually needed, and notwithstanding anything the former Trustee (or Custodian) shall return such excess to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee (or Custodian). Upon receipt of the transferred assets, the successor Trustee (or Custodian) shall have been so appointed thereupon succeed to all of the powers and have accepted 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 after the giving of such notice of resignationits receipt, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee accounting shall be legally unable deemed to act, have been approved and the resigning or removed Trustee (or Custodian) shall be adjudged bankrupt released and discharged as to all matters set forth in the accounting. Where a financial organization is serving as Trustee (or insolventCustodian) 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 a receiver Custodian) of this Plan, but only if it is the type of organization that can so serve under applicable law. Where the Trustee or of its property shall be appointed, Custodian is serving as a nonbank trustee or any public officer shall take charge or control custodian pursuant to Section 1.401-12(n) of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentenceIncome Tax Regulations, the Administrator shall promptly Employer will appoint a successor Trustee (or Custodian) upon notification by written instrument, in duplicate, one copy the Commissioner of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than Internal Revenue that such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be substitution is required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of because the Trustee and appointment (or Custodian) has failed to comply with the requirements of a successor Trustee pursuant to this Section shall 1.401-12(n) or is not become effective until acceptance of appointment keeping such records or making such returns or rendering such statements as are required by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation forms or removal of the Trustee to each of the Rating Agenciesregulations.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If (i) the Trustee shall fail to perform any of its obligations hereunder, (ii) a Securityholder shall deliver written notice of such failure to the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Holders of Investor Securities representing more than 50% of the Invested Amount (including related commitments of holders of Variable Funding Securities) shall have the right to remove the Trustee and (with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee. Other than such instrument, Trustee so removed and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. (bd) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.8 hereof and any liability of the Trustee pursuant to Section 10.3 and payment arising hereunder shall survive such appointment of all fees and expenses owed to the outgoing Trusteea successor trustee. The Administrator shall provide notice Notice of such any resignation or removal of the Trustee and appointment of a successor trustee shall be provided to each of Moody's and Standard & Poor's by the Rating AgenciesServicer in a prompt manner.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer and the Transferor. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If (i) the Trustee shall fail to perform any of its obligations hereunder, (ii) a Securityholder shall deliver written notice of such failure to the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Transferor or the Holders of Investor Securities representing more than 50% of the Invested Amount (including related commitments of holders of Variable Funding Securities) shall have the right to remove the Trustee and (if by the Holders, with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee. Other than such instrument, Trustee so removed and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. (bd) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.8 hereof and any liability of the Trustee pursuant to Section 10.3 and payment arising hereunder shall survive such appointment of all fees and expenses owed to the outgoing Trusteea successor trustee. The Administrator shall provide notice Notice of such any resignation or removal of the Trustee and appointment of a successor trustee shall be provided to each of Moody’s and Standard & Poor’s by the Rating AgenciesTransferor or the Servicer in a prompt manner.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 60 days prior written notice thereof to the AdministratorIssuer, the Swap Counterparty, the Servicer, the Noteholders, the Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Issuer shall promptly arrange to appoint a successor Trustee trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee, the Insurer, the Swap Counterparty and each Rating Agency of such appointment by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 13.6 and shall fail to resign after written request therefor by the AdministratorIssuer or the Servicer, or if at any time the 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 Administrator Issuer (with the consent of the Insurer, which consent shall not be unreasonably withheld) may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (bc) 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, to the extent permitted by law, may remove the Trustee and promptly appoint a successor Trustee by written instrument, one copy of which instrument shall be delivered to the 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 13.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies13.8.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If (i) the Trustee shall fail to perform any of its obligations hereunder, (ii) a Certificateholder shall deliver written notice of such failure to the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Holders of Investor Certificates representing more than 50% of the Invested Amount shall have the right to remove the Trustee and (with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee. Other than such instrument, Trustee so removed and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. (bd) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.8 hereof and any liability of the Trustee pursuant to Section 10.3 and payment arising hereunder shall survive such appointment of all fees and expenses owed to the outgoing Trusteea successor trustee. The Administrator shall provide notice Notice of such any resignation or removal of the Trustee and appointment of a successor trustee shall be provided to each of Xxxxx'x and Standard & Poor's by the Rating AgenciesServicer in a prompt manner.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to trustee as provided in Section 10.3 11.8 hereof and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal any liability of the Trustee to each arising hereunder shall survive such appointment of the Rating Agenciesa successor trustee.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 60 days prior written notice thereof to the AdministratorIssuer, the Swap Counterparty, the Servicer, the Noteholders, the Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Issuer shall promptly arrange to appoint a successor Trustee trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee, the Insurer, the Swap Counterparty and each Rating Agency of such appointment by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 13.6 and shall fail to resign after written request therefor by the AdministratorIssuer or the Servicer, or if at any time the 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 Administrator Issuer (with the consent of the Insurer, which consent shall not be unreasonably withheld) may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (bc) 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 and promptly appoint a successor Trustee by written instrument, one copy of which instrument shall be delivered to the 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 13.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies13.8.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer with a copy to each Enhancement Provider. In addition, the Trustee may be removed by the Cumulative Required Investor Certificateholders (Super Majority) if they deliver written notice to the Trustee to the effect that they have elected to remove the Trustee for cause and the Servicer (provided that no Rapid Amortization Event shall have occurred and be continuing) consents to such removal (which consent shall not be unreasonably withheld or delayed). Upon receiving such notice of resignationresignation or removal, the Administrator such Investor Certificateholders shall promptly appoint a successor Trustee trustee, reasonably acceptable to the Servicer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrumenttrustee, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything subject to the contrary herein or in consent of the Basic DocumentsEnhancement Provider of any Series (if the Supplement relating to such Series so requires), no which consent shall not be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentunreasonably withheld. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trusteetrustee. 91 (b) If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 the provisions of SECTION 8.4 above and shall fail to resign after written request therefor by the AdministratorInvestor Certificateholders described in SECTION 8.5(a) above, or if at any time the 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 Administrator such Investor Certificateholders may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee, reasonably acceptable to the Servicer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section SECTION 8.5 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 trustee as provided in SECTION 8.6 below and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal any liability of the Trustee arising hereunder shall survive such appointment of a successor trustee. (d) Prior to each of its removal or resignation, the Rating AgenciesTrustee shall give such written notices and execute such written instructions as required by the Master Trust Agreement, the Control Agreement or the Conversion Agreement.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorDepositor, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignationresignation of the Trustee, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS 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, in each case, by written instrument, in duplicate, one with a copy of which such written instrument shall be delivered to (i) the resigning Trustee, (ii) the successor Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b(iii) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentNIMS Insurer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 and 8.06 hereof shall fail to resign after written request therefor by the Administrator, Depositor or any NIMS Insurer or if at any time the Trustee 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 Administrator Depositor or any NIMS insurer may immediately remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee reasonably acceptable to the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, in duplicate, one with a copy of which such written instrument shall be delivered to (i) the Trustee so removed, (ii) the successor Trustee and (iii) to any NIMS Insurer. The Majority Certificateholders (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 outgoing Depositor and the Trustee; the Depositor or the Trustee so removed and one copy shall thereupon use its best efforts to appoint a successor Trustee acceptable to the successor TrusteeNIMS Insurer, and pay all fees owed to the outgoing Trusteein accordance with this Section. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) 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. If the Trustee is removed pursuant to this Section 10.3 8.07, it shall be reimbursed any outstanding and payment of all unpaid fees and expenses owed to expenses, and if removed under the outgoing Trustee. The Administrator shall provide notice of such resignation or removal authority of the immediately preceding paragraph, the Trustee to each of or the Rating Agenciesshall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving 60 days' prior written notice thereof to MBIA and the Administratorholder of the Transferor Interest. Upon receiving such notice of resignation, MBIA with the Administrator consent of the holder of the Transferor Interest (such consent not to be unreasonably withheld) shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 5.05 hereof and shall fail to resign after written request therefor by the AdministratorMBIA, or if at any time the 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 MBIA with the Administrator may remove consent of the Trustee. If holder of the Administrator Transferor Interest (such consent not to be unreasonably withheld) may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 5.06 shall not become effective until acceptance of appointment by the successor Trustee pursuant to trustee as provided in Section 10.3 5.07 hereof and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal any liability of the Trustee arising hereunder due to each the acts or omissions of the Rating AgenciesTrustee prior to the appointment of a successor trustee shall survive such appointment of a successor trustee.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by this Agreement by giving at least 30 days' prior written notice thereof to the AdministratorServicer, the Note Insurer and the Noteholders. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee acceptable to the Noteholders and the Note Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.09 and shall fail to resign after written request therefor by the AdministratorServicer or the Controlling Party, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator Controlling Party may remove the Trustee. If the Administrator shall remove the Trustee is removed under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee acceptable to the Controlling 102 108 Party, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee10.11. The Administrator Servicer shall provide give the Rating Agency, the Placement Agent, the Note Insurer and the Noteholders notice of any such resignation or removal of the Trustee to each and appointment and acceptance of the Rating Agenciesa successor Trustee.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorServicer, RUS, the Swap Provider and the Certificate Registrar, if any. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Trustee Servicer, the Certificate Registrar, if any, RUS, the Swap Provider and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If The successor Trustee appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed by the Servicer within one year from the date of the appointment by such court; provided, however, that such successor Trustee must meet the eligibility requirements under Section 10.7 of this Agreement. (b) Subject to Section 10.15, if at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.7 and shall fail to resign after written request therefor by the AdministratorServicer (or, with the consent of the Servicer and, unless a Swap Provider Default has occurred and is continuing, the Swap Provider, Certificateholders with aggregate Fractional Interests representing 25% or more of the Trust) or if at any time the 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 Administrator Servicer (or, with the consent of the Servicer and, unless a Swap Provider Default has occurred and is continuing, the Swap Provider, Certificateholders with aggregate Fractional Interests representing 25% or more of the Trust) may remove the Trustee. The Trustee may be removed without cause by the Servicer or, with the consent of the Servicer and, unless a Swap Provider Default has occurred and is continuing, the Swap Provider, Certificateholders with aggregate Fractional Interests of 51% or more of the Trust. If the Administrator shall remove the Trustee is removed under the authority of the immediately preceding sentencetwo sentences, the Administrator Servicer shall promptly appoint a successor Trustee (other than the outgoing Trustee) that has been approved in writing by RUS by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and removed, one copy to the successor Trustee, and pay all fees owed one copy to the outgoing Trustee. Other than such instrumentCertificate Registrar, and as provided in Section 10.2(b) and 10.3 belowif any, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect Swap Provider and one copy to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentRUS. (bc) Any No resignation or removal of the Trustee and appointment of a successor any Trustee pursuant to any of the provisions of this Section Agreement shall not become effective until either (i) the assets of the trust hereby created have been completely liquidated and the proceeds of the liquidation distributed to the Certificateholders, or (ii) acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies10.9.

Resignation or Removal of Trustee. (a) The Subject to the following sentence, the Trustee may at any time resign and be discharged from the trusts hereby created Trust by giving written notice thereof to the Administrator. Upon receiving such notice of resignationBorrow er, Eximbank, the Administrator Certificate Registrar, if other than the Trustee and the Liquidity Provider, if any. Before such resignation or discharge shall promptly appoint become effective, the Borrower shall appoint, with the consent of Eximbank, a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Trustee re signing Trustee, the Certificate Registrar, if other than the Trustee, the Borrower, Eximbank, the Liquidity Pro vider, if any, and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor succes sor Trustee shall have been so appointed and have accepted accept ed appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or any bona fide Certificateholder may petition at the expense of the Administrator any court of competent compe tent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible with respect to the Trust in accordance accor dance with the provisions of Section 10.1 7.7 and shall fail to resign after written request therefor by the AdministratorBorrower, the Liquidity Provider, if any, or Certificateholders representing 25% or more in Percentage Interest of the Certificates, or if at any time the 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 proper ty shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose purposes of rehabilitation, conservation or liquidation, then the Administrator Borrower, with the consent of Eximbank, or any court of competent jurisdiction upon the petition of one or more bona fide Certificateholders, may remove the Trustee. If the Administrator shall remove the Trustee is removed under the authority of the immediately preceding sentencesentences, the Administrator Borrower, with the consent of Eximbank, shall promptly appoint a successor Trustee (other than the outgoing Trustee) by written instrument, in duplicate, one copy of which instrument instru ment shall be delivered to each of the outgoing Trustee so removed and one copy to re moved, the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrumentCertificate Registrar, and as provided in Section 10.2(b) and 10.3 belowif any, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Eximbank and the amendment provisions hereof will not apply Liquidity Provider, if any. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after a determi nation to such instrumentremove the Trustee, the Trustee whose removal is sought or any bona fide Certificateholder may petition any court of competent jurisdiction for the appointment of a successor Trustee. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment transfer of all fees and expenses owed the property of the Trust to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the successor Trustee to each of the Rating Agenciesas provided in Section 7.9.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 60 days prior written notice thereof to the AdministratorIssuer, the Swap Counterparty, the Servicer, the Noteholders and each Rating Agency. Upon receiving such notice of resignation, the Administrator Issuer shall promptly arrange to appoint a successor Trustee trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee, the Swap Counterparty and each Rating Agency of such appointment by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, a successor Trustee shall be appointed by the Consent Parties (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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 13.6 and shall fail to resign after written request therefor by the AdministratorIssuer or the Servicer, or if at any time the 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 Administrator Issuer may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (bc) At any time, the Consent Parties, to the extent permitted by law, may remove the Trustee and promptly appoint a successor Trustee by written instrument, one copy of which instrument shall be delivered to the 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 13.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies13.8.

Resignation or Removal of Trustee. (a) The Each Trustee may reserves the right to resign at any time resign and be discharged from the trusts hereby created by giving at least thirty (30) days’ written notice thereof to Grantor or such shorter notice as may be acceptable to Grantor. Grantor reserves the right to remove and replace any Trustee with a successor Trustee at any time by giving at least thirty (30) days’ written notice to the AdministratorTrustee or such shorter notice as may be acceptable to the Trustee. On resignation of a Trustee, the remaining Trustee(s) shall continue to serve as Trustee hereunder. Upon receiving such notice the resignation or death of resignationall of the Trustees then acting, then COLUMBUS BANK AND TRUST COMPANY, Columbus, Georgia, and its successor or successors and assigns, shall serve as successor Trustee hereunder. Upon the Administrator resignation or removal of Columbus Bank and Trust Company, Grantor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy who shall have the same powers and duties as those conferred upon the Trustee hereunder. Upon acceptance of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, the Trustee shall assign, transfer and pay all fees owed over to such successor Trustee the funds and properties then constituting the Trust estate and, in that connection, shall cause any part thereof then held in any commingled trust to be withdrawn therefrom. A successor Trustee may be any qualified person or corporation. The successor Trustee may accept and rely upon any accounting made by or on behalf of the predecessor Trustee and on any statement or representation made by such fiduciary as to the outgoing assets comprising this Trust estate or as to any other fact bearing on the prior administration of this Trust. A Trustee shall not be liable for having accepted and relied upon such accounting, statement, or representation if it is later proved to be incomplete, inaccurate, or untrue. A Trustee shall not be liable for any act or omission of any predecessor fiduciary or Co-Trustee, nor for any act or omission done in good faith. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent No Trustee shall be required to give any bond or other security for the faithful performance of any Person with respect to such appointment or entering into any such agreementits duties, and the amendment provisions hereof will not apply to such instrumentor, if a bond is required by law, no surety shall be required thereon. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies.

Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from by giving 30 days advance written notice to the trusts 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 at any time by giving written notice thereof to the Administrator. Upon receiving such Trustee and such removal shall be effective 30 days after receipt of such notice of resignation, unless a shorter period is agreed upon. The Employer shall have the Administrator shall promptly power to appoint a successor Trustee. Upon such resignation or removal, if the resigning or removed Trustee is the sole Trustee, he or she shall transfer all of the assets of the Fund then held by written instrumentsuch Trustee as expeditiously as possible to the successor Trustee after paying or reserving such reasonable amount as he or she shall deem necessary to provide for the expense in 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, in duplicate, one copy of which instrument then he or she shall be delivered entitled to reimbursement from the resigning successor Trustee and one copy out of the assets in the successor Trustee's hands under this Plan. If the amount reserved shall be in excess of the amount actually needed, the former Trustee shall return such excess to the successor Trustee. Other than such instrumentUpon receipt of the transferred assets, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed thereupon succeed to all of the powers and have accepted appointment responsibilities given to the Trustee by this Plan. The resigning or removed Trustee shall render an accounting to the Employer and unless objected to by the Employer within 30 days after the giving of such notice of resignationits receipt, the accounting shall be deemed to have been approved and the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the removed Trustee shall be legally unable released and discharged as to actall matters set forth in the accounting. Where a financial organization is serving as Trustee 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 of this Plan, but only if it is the type of organization that can so serve under applicable law. Where the Trustee is serving as a nonbank trustee or shall be adjudged bankrupt or insolvent, or a receiver custodian pursuant to Section 1.40112(n) 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentenceIncome Tax Regulations, the Administrator shall promptly Employer will appoint a successor Trustee upon notification by written instrument, in duplicate, one copy the Commissioner of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than Internal Revenue that such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be substitution is required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of because the Trustee and appointment has failed to comply with the requirements of a successor Trustee pursuant to this Section shall 1.40112(n) or is not become effective until acceptance of appointment keeping such records or making such returns or rendering such statements as are required by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation forms or removal of the Trustee to each of the Rating Agenciesregulations.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Trustee by written instrumentinstrument , in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor, or if at any time the 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, then the Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee may also be removed at any time (i) by the Depositor, and pay all fees owed to (a) if the outgoing Trustee. Other than such instrumentTrustee breaches any of its duties under this Agreement, and as provided in Section 10.2(b) and 10.3 belowwhich breach materially adversely affects the Certificateholders, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) if through the performance or nonperformance of certain actions by the Trustee, any rating assigned to the Certificates would be reduced, qualified or withdrawn or (c) if the credit rating of the Trustee is downgraded to a level which would result in any rating assigned to the Certificates to be reduced, qualified or withdrawn; or (ii) by the holders of Certificates evidencing more than 50% of the Voting Interest of the Certificates then outstanding and more than 50% of the Percentage Interests of the Residual 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 pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, with the Administrator prior written consent of (a) the Certificate Insurer (provided no Insurer Default has occurred which is continuing) and the Holders of Class A Certificates evidencing not less than a majority of the Class A Certificate Balance or (b) if the Class A Certificates have been paid in full and all outstanding Reimbursement Obligations and other amounts owing to the Certificate Insurer have been paid in full, with the prior written consent of the Holders of Class B Certificates evidencing not less than a majority of the Class B Certificate Balance, the Servicer shall promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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; provided that, if an Insurer Default has occurred which is continuing, such right of the Certificate Insurer shall be inoperative during the period of such Insurer Default and shall instead vest in the Trustee acting at the direction of the Holders of Class A Certificates evidencing not less than a majority of the Class A Certificate Balance or, from and after such time as the Class A Certificates have been paid in full and all outstanding Reimbursement Obligations and other amounts due to the Certificate Insurer have been paid in full, the Holders of Class B Certificates evidencing not less than a majority of the Class B Certificate Balance, in each case, in accordance with Section 12.11. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.8 and shall fail to resign after written request therefor by the AdministratorServicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator Servicer may remove the Trustee. If the Administrator Servicer shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees and expenses owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 10.9 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 10.10 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator Servicer shall provide notice of such resignation or removal of the Trustee to each of the Rating AgenciesAgencies and the Depositor.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorTrustee, the Depositor, the Seller and the Rating Agencies. Upon receiving such notice of resignationresignation of the Trustee, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 and shall fail to resign after written request therefor by the Administrator8.06 hereof, 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 Administrator Depositor may immediately remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements of Section 8.06, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed . The Majority Certificateholders may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Depositor and the amendment provisions hereof will not apply Trustee; the Depositor or the Trustee shall thereupon use its best efforts to such instrument. (b) appoint a successor 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 pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies8.08 hereof.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 60 days prior written notice thereof to the AdministratorIssuer, the Swap Counterparty, the Servicer, the Noteholders, the Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Issuer shall promptly arrange to appoint a successor Trustee trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee, the Insurer, the Swap Counterparty and each Rating Agency of such appointment by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and 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 of the Class A Notes and the Majority Holders of the Class B Notes (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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 13.6 and shall fail to resign after written request therefor by the AdministratorIssuer or the Servicer, or if at any time the 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 Administrator Issuer (with the consent of the Insurer, which consent shall not be unreasonably withheld) may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (bc) At any time (A) the Insurer, if no Insurer Default has occurred and is continuing and subject to the last sentence of this subsection (c) to the extent applicable or (B) during the continuation of an Insurer Default, the Majority Holders of the Class A Notes and the Majority Holders of the Class B Notes, to the extent permitted by law, may remove the Trustee and promptly appoint a successor Trustee by written instrument, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. If under this subsection (c) the Insurer is permitted to remove the Trustee and appoint a successor, and such removal and appointment would materially adversely effect the Holders of the Class B Notes, then such removal and appointment shall be subject to the consent of the Majority Holders of the Class B Notes which consent shall not be unreasonably withheld. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 13.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies13.8.

Resignation or Removal of Trustee. (a1) The Any Trustee may resign at any time resign and upon thirty (30) days written notice to the Company. Any Trustee may be discharged removed at any time by the Company upon thirty (30) days written notice to the Trustee. Upon the receipt of instructions or directions from the trusts hereby created by giving written notice thereof Company or the Committee with which a Trustee is unable or unwilling to comply, that Trustee may resign upon notice, in writing, to the AdministratorCompany or the Committee, given within a reasonable time, under the circumstances then prevailing, after the receipt of such instructions or directions, and notwithstanding any other provisions hereof; in that event, that Trustee shall have no liability to the Company, or any person interested herein for failure to comply with such instructions or directions. Upon receiving such notice resignation or removal of resignationany Trustee, the Administrator Company shall promptly appoint a successor Trustee by written instrument(or Trustees). The successor Trustee shall have the same powers and duties as are conferred upon the Trustee hereunder, in duplicateand the Trustee shall assign, one copy of which instrument shall transfer and pay over to such successor Trustee all the moneys, securities and other property then constituting the Trust assets, together with such records or copies thereof as may be delivered to the resigning Trustee and one copy necessary to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b. (2) and 10.3 below, no other documentation or action The Trustee shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall not be required of to make any Person transfer under this Paragraph N or the proceeding Paragraph M to a successor Trustee or Trustees unless and until it has been indemnified to its satisfaction against any expenses and liabilities both with respect to such appointment or entering into any such agreement, transfer and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply of its acts as Trustee prior to such instrumenttransfer (except such expenses or liabilities due to or arising from its fraud, dishonesty, negligence or misconduct). (b) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorMaster Servicer and the Transferor. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Trustee 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. Other than such instrumenttrustee; provided, and as provided in Section 10.2(b) and 10.3 belowhowever, no other documentation or action shall successor trustee may be required, and notwithstanding anything to appointed without the contrary herein or in prior written consent of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentMaster Servicer. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.06 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trusteetrustee; provided, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 belowhowever, no other documentation or action shall successor trustee may be required, and notwithstanding anything herein or in appointed without the Basic Documents to prior written consent of the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentMaster Servicer. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor Trustee pursuant to trustee as provided in Section 10.3 11.08 hereof and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal any liability of the Trustee to each arising hereunder shall survive such appointment of the Rating Agenciesa successor trustee.

Resignation or Removal of Trustee. (a) The Subject to the provisions of subsection (c) of this Section 9.8, the Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the AdministratorServicer and the Seller. Upon receiving such notice of resignation, the Administrator Seller, with the prior written consent of a Certificate Majority, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentRating Agency. If no successor Trustee shall have been so appointed and have accepted appointment within 30 60 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.7 and shall fail to resign after written request therefor by the AdministratorSeller, or if at any time the Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver receiver, conservator or liquidator of the Trustee Trustee, or of its property shall be appointed, or any public officer shall take charge or control of the Trustee Trustee, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Seller or a Certificate Majority may remove the Trustee. If the Administrator shall A Certificate Majority may also remove the Trustee at any time with cause by written request to the Trustee by the Certificate Majority with a copy to the Seller. If the Trustee shall be removed under the authority of the immediately preceding sentencetwo sentences, the Administrator Seller, with the prior written consent of a Certificate Majority, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee or so removed and one copy to the successor Trustee, and pay all fees and expenses owed to the outgoing Trustee. Other than A copy of such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action notice shall be required, and notwithstanding anything herein or in the Basic Documents furnished promptly to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentRating Agency. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.8 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 9.9 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator Seller shall provide prompt notice of such resignation or removal of the Trustee to each of the Rating AgenciesAgency. (d) The retiring Trustee shall not be liable for the acts or omissions of any successor Trustee. (e) All reasonable fees, charges and expenses shall be paid to the retiring Trustee upon the appointment of a successor Trustee pursuant to Section 9.9.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created its obligations hereunder by giving 30 days' prior written notice thereof to Transferor, Servicer, the AdministratorRating Agencies, the Investor Certificateholders and the Agents. Upon receiving such the notice of resignation, the Administrator Transferor shall promptly appoint appoint, subject to satisfaction of the Modification Condition, a successor Trustee who meets the eligibility requirements set forth in Section 11.6 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such the notice of resignation, the resigning Trustee Trustee, upon notice to each Agent, may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of to appoint a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible to be Trustee hereunder in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign promptly after its receipt of a written request therefor by the AdministratorTransferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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, then the Administrator Transferor may remove Trustee and, subject to the Trustee. If the Administrator consent of each Agent (which consent shall remove the Trustee under the authority not be unreasonably withheld or delayed) and satisfaction of the preceding sentenceModification Condition, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section section shall not become effective until (i) acceptance of appointment by the successor Trustee pursuant as provided in Section 11.8 hereof, and (ii) such successor Trustee shall have agreed in writing to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agenciesbe bound by any Intercreditor Agreements then in effect.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving at least 90 days' prior written notice thereof to the AdministratorIssuer, the Servicer, the Rating Agencies (if any) and the Noteholders. Upon receiving such notice of resignation, the Administrator Issuer shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 11.11 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy of the successor Trustee. If no successor Trustee shall have been so appointed and shall have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may, upon notice to the Issuer, petition any court of competent jurisdiction to appoint a successor Trustee who meets the eligibility requirements set forth in Section 11.11. (b) If at any time: (i) after this Indenture is qualified or required to be qualified under the Trust Indenture Act, the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 11.06 hereof after written request therefor by the Issuer, the Servicer or any Noteholder (unless the Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act), or (ii) the Trustee shall otherwise cease to be eligible under Section 11.11 hereof and shall fail to resign after written request therefor by the Servicer, the Issuer or the Majority Noteholders, or (iii) the Trustee shall become incapable of acting or shall become the subject of an Insolvency Event, then, in any such case, the Servicer may (or, at the request of the Issuer or any Noteholder, shall) remove the Trustee and promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee being so removed (who shall send a copy thereof to each of the applicable Rating Agencies) and one the other copy thereof shall be delivered to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and shall have accepted such appointment within 30 days after the Issuer's or any such Noteholder's giving of any such notice of resignationnotice, the resigning Trustee Issuer or any such Noteholder may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to meeting the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided eligibility requirements set forth in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument.11.11. 112 119 (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 11.12 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies11.13 hereof.

Resignation or Removal of Trustee. (a) The Subject to the provisions of subsection (c) of this Section 11.8, the Trustee may at any time resign and be discharged from the trusts hereby created by this Agreement by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer, with the consent of the Security Insurer (unless an Insurer Default shall have occurred and be continuing), shall promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (a) If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 10.1 11.8 and shall fail to resign after written request therefor by the AdministratorServicer, or if at any time the 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, then the Administrator may Servicer or (so long as an Insurer Default shall not have occurred and be continuing) the Security Insurer shall remove the Trustee. If the Administrator shall remove the Trustee is removed under the authority of the immediately preceding sentence, the Administrator Servicer or the Security Insurer, as the case may be, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and trustee. The Servicer shall also pay all fees owed due and owing to the outgoing Trustee. Other than such instrument, Any successor trustee shall (so long as an Insurer Default shall not have occurred and as provided in Section 10.2(bbe continuing) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents acceptable to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentSecurity Insurer. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 11.8 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 11.9. (c) If the Trustee 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 10.3 10.2, then the Security Insurer (or, if an Insurer Default shall have occurred and payment of all fees and expenses owed be continuing, a Certificate Majority) shall have the option, by 60 days' prior notice in writing to the outgoing Seller, the Servicer and the Trustee. The Administrator , to remove the Trustee, and the Security Insurer shall provide notice of not have any liability to the Trustee, AmeriCredit, the Seller, the Servicer or any Certificateholder in connection with such resignation or removal of the Trustee to each of the Rating Agenciesremoval.

Resignation or Removal of Trustee. (a) The Trustee may at --------------------------------- any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorSeller, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee and one copy to Trustee, the successor Trustee. Other than ; provided, however, -------- ------- that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentMaster Servicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorSeller, with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or the Certificate Insurer, or if at any time the 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 Administrator Seller, the Master Servicer or the Certificate Insurer may remove the Trustee. If the Administrator shall remove Seller, the Master Servicer or the Certificate Insurer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing resigning Trustee so removed and one copy to the successor Trustee. The Holders of Certificates evidencing Percentage Interests aggregating at least 51% may, and pay all fees owed with the prior written consent of the Certificate Insurer, so long as no Certificate Insurer Default exists, at any time remove the Trustee by written instrument or instruments delivered to the outgoing Trustee. Other than such instrumentMaster Servicer, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Seller and the amendment provisions hereof will not apply Trustee; shall thereupon use its best efforts to such instrument. (b) appoint a successor 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 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed 9.08. Notwithstanding anything to the outgoing Trustee. The Administrator shall provide notice of such resignation contrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Seller or removal the Certificateholders without the prior written consent of the Trustee to each of the Rating AgenciesCertificate Insurer, which consent shall not be unreasonably withheld.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 60 days prior written notice thereof to the AdministratorIssuer, the Swap Counterparty, the Servicer, the Noteholders and each Rating Agency. Upon receiving such notice of resignation, the Administrator Issuer shall promptly arrange to appoint a successor Trustee trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee, the Swap Counterparty and each Rating Agency of such appointment by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 13.6 and shall fail to resign after written request therefor by the AdministratorIssuer or the Servicer, or if at any time the 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 Administrator Issuer may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (bc) At any time, the Majority Holders, to the extent permitted by law, may remove the Trustee and promptly appoint a successor Trustee by written instrument, one copy of which instrument shall be delivered to the 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 13.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies13.8.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorTrustee, the Depositor, the Seller, the Certificate Insurer and the Rating Agencies. Upon receiving such notice of resignationresignation of the Trustee, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 and shall fail to resign after written request therefor by the Administrator8.06 hereof, 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 information, attestations or reports required pursuant to Section 8.01(b) through (d) hereto or (d) shall fail to file any Form 10-D, Form 8-K or Form 10-K when due pursuant to Section 3.05 hereof (other than that arising from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party needed to prepare, arrange for execution or file such Form 10-D, Form 8-K or Form 10-K, as applicable, not resulting from its own negligence, bad faith or willful misconduct), then the Administrator Depositor may immediately remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements of Section 8.06, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed removed, and one copy to the successor Trustee, Trustee and pay all fees owed one copy to the outgoing TrusteeCertificate Insurer. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation The Majority Certificateholders may at any time remove the Trustee by written instrument or action shall be required, and notwithstanding anything herein or in the Basic Documents instruments delivered to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Depositor and the amendment provisions hereof will not apply Trustee; the Depositor or the Trustee shall thereupon use its best efforts to such instrument. (b) appoint a successor 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 pursuant to as provided in Section 10.3 and payment of all fees and expenses owed 8.08 hereof. As long as the Certificate Insurance Policy is in effect, the Trustee will send a written notice to the outgoing Trustee. The Administrator shall provide notice Certificate Insurer of any such resignation resignation, removal or removal of the Trustee to each of the Rating Agenciesappointment.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee trustee by written instrument, in 125 duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If (i) the Trustee shall fail to perform any of its obligations hereunder, (ii) a Securityholder shall deliver written notice of such failure to the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Holders of Investor Securities representing more than 50% of the Aggregate Invested Amount (including related commitments of holders of Variable Funding Securities) shall have the right to remove the Trustee and (with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee. Other than such instrument, Trustee so removed and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. (bd) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.8 hereof and any liability of the Trustee pursuant to Section 10.3 and payment arising hereunder shall survive such appointment of all fees and expenses owed to the outgoing Trusteea successor trustee. The Administrator shall provide notice Notice of such any resignation or removal of the Trustee and appointment of 126 a successor trustee shall be provided to each of Rating Agency by the Rating AgenciesServicer in a prompt manner.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving at least 90 days' prior written notice thereof to the AdministratorInsurer, the Issuer, the Servicer, the Rating Agencies and the Noteholders. Upon receiving such notice of resignation, the Administrator Issuer shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 11.11 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy of the successor Trustee. If no successor Trustee shall have been so appointed and shall have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may, upon notice to the Issuer, petition any court of competent jurisdiction to appoint a successor Trustee who meets the eligibility requirements set forth in Section 11.11. (b) If at any time: (i) after this Indenture is qualified or required to be qualified under the Trust Indenture Act, the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 11.06 hereof after written request therefor by the Insurer, the Issuer, the Servicer or any Noteholder (unless the Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act), or (ii) the Trustee shall otherwise cease to be eligible under Section 11.11 hereof and shall fail to resign after written request therefor by the Servicer, the Issuer or the Majority Noteholders, or (iii) the Trustee shall become incapable of acting or shall become the subject of an Insolvency Event, then, in any such case, the Servicer may (or, at the request of the Insurer, the Issuer or any Noteholder, shall) remove the Trustee and promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee being so removed (who shall send a copy thereof to each of the Rating Agencies) and one the other copy thereof shall be delivered to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and shall have accepted such appointment within 30 days after the Insurer's, the Issuer's or any such Noteholder's giving of any such notice of resignationnotice, the resigning Trustee Issuer or any such Noteholder may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to meeting the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided eligibility requirements set forth in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument11.11. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 11.12 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies11.13 hereof.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer with a copy to the Enhancement Provider. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee 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. Other than such instrumenttrustee, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything subject to the contrary herein or in consent of the Basic Documents, no consent shall be required Enhancement Provider of any Person with respect Series (if the Supplement relating to such appointment Series so requires) which shall not be unreasonably withheld. In addition, the Servicer shall notify the Rating Agency of the removal or entering into any such agreement, and discharge of the amendment provisions hereof will not apply to such instrumentTrustee. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after ------------ written request therefor by the AdministratorSeller, or if at any time the 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 Administrator Seller may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall ------------ not become effective until acceptance of appointment by the successor Trustee pursuant to trustee as provided in Section 10.3 11.8 hereof and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal any liability of the Trustee arising ------------ hereunder shall survive such appointment of a successor trustee. Notice of any action under this Section 11.7 shall be sent to each of the Rating Agencies.. ------------ -109-

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If (i) the Trustee shall fail to perform any of its obligations hereunder (a notice of failure shall be promptly provided to all Certificateholders by the Trustee describing such failure), (ii) a Certificateholder shall deliver written notice of such failure to the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Holders of Investor Certificates representing more than 50% of the Aggregate Invested Amount shall have the right to remove the Trustee and (with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee. Other than such instrument, Trustee so removed and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. (bd) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.8 hereof and any liability of the Trustee pursuant to Section 10.3 and payment arising hereunder shall survive such appointment of all fees and expenses owed to the outgoing Trusteea successor trustee. The Administrator shall provide notice Notice of such any resignation or removal of the Trustee and appointment of a successor trustee shall be provided to each of Rating Agency by the Rating AgenciesServicer in a prompt manner.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If (i) the Trustee shall fail to perform any of its obligations hereunder, (ii) a Certificateholder shall deliver written notice of such failure to the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Holders of Investor Certificates representing more than 50% of the Invested Amount (including related commitments of holders of Variable Funding Certificates) shall have the right to remove the Trustee and (with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee. Other than such instrument, Trustee so removed and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. (bd) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.8 hereof and any liability of the Trustee pursuant to Section 10.3 and payment arising hereunder shall survive such appointment of all fees and expenses owed to the outgoing Trusteea successor trustee. The Administrator shall provide notice Notice of such any resignation or removal of the Trustee and appointment of a successor trustee shall be provided to each of Mxxxx'x and Standard & Poor's by the Rating AgenciesServicer in a prompt manner.

Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving one hundred eighty (180) days’ written notice thereof to the Plan Administrator. Upon receiving such notice of resignation, the Administrator shall promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 The Plan Administrator may remove the Trustee at any time by giving ninety (90) days’ written notice to the Trustee. If However, the parties may mutually agree, which agreement shall not be unreasonably withheld, to extend the notice up to three hundred sixty-five (365) days in the event it is reasonably necessary to transfer the Trust Fund in their respective sole discretion. In the case of the resignation or removal of the Trustee, the Plan Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument trustee who shall be delivered to have the outgoing Trustee so removed same powers and one copy to duties as those conferred upon the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in Upon the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and the appointment of a successor trustee, the Trustee pursuant to this Section shall not become effective until acceptance account for the administration of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed Trust Fund up to the outgoing Trustee. The Administrator shall provide notice date of such its resignation or removal in the manner provided in Article NINTH hereof and, upon the approval or deemed approval of such accounting, the Trustee or its agent shall transfer to the successor trustee all of the assets then constituting the Trust Fund and the Trustee or its agent shall to each the maximum extent permitted by ERISA be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions; provided, however, that the Rating AgenciesTrustee or its agent may, in its sole discretion, transfer such assets prior to the completion of such accounting if the Plan Administrator agrees thereto in writing, such writing to include such limitations on the Trustee’s liability therefor as the Trustee may deem appropriate. The term “Trustee” as used in this Agreement shall be deemed to apply to any successor trustee acting hereunder.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator shall Servicer shall, with the consent of the Security Insurer, promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.8 and shall fail to resign after written request therefor by the AdministratorServicer or the Security Insurer, or if at any time the 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, then the Administrator Servicer or the Security Insurer may remove the Trustee. If the Administrator it shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 10.9 shall not become effective without the consent of the Security Insurer and until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies10.10.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If (i) the Trustee shall fail to perform any of its obligations hereunder, (ii) a Certificateholder shall deliver written notice of such failure to the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Holders of Investor Certificates representing more than 50% of the Invested Amount (including related commitments of holders of Variable Funding Certificates) shall have the right to remove the Trustee and (with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee. Other than such instrument, Trustee so removed and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. (bd) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.8 hereof, and any liability of the Trustee pursuant to Section 10.3 and payment arising hereunder shall survive such appointment of all fees and expenses owed to the outgoing Trusteea successor trustee. The Administrator shall provide notice Notice of such any resignation or removal of the Trustee and appointment of a successor trustee shall be provided to each of Rating Agency by the Rating AgenciesServicer in a prompt manner.

Resignation or Removal of Trustee. (a) The Subject to the provisions of SUBSECTION (C) of this Section, the Trustee may at any time resign and be discharged from the trusts hereby created by this Agreement by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer, with the consent of the Certificate Insurer (unless an Insurer Default shall have occurred and be continuing), shall promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the AdministratorServicer, or if at any time the 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, then the Administrator may Servicer or (so long as an Insurer Default shall not have occurred and be continuing) the Certificate Insurer shall remove the Trustee. If the Administrator shall remove the Trustee is removed under the authority of the immediately preceding sentence, the Administrator Servicer or the Certificate Insurer, as the case may be, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and trustee. The Servicer shall also pay all fees owed amounts due and owing to the outgoing Trustee. Other than such instrument, Any successor trustee shall (so long as an Insurer Default shall not have occurred and as provided in Section 10.2(bbe continuing) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents acceptable to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentCertificate Insurer. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section SECTION 11.8 shall not become effective until acceptance of appointment by the successor Trustee as provided in SECTION 11.9. (d) If the Trustee 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 10.3 SECTION 10.2, then the Certificate Insurer (or, if an Insurer Default shall have occurred and payment of all fees and expenses owed be continuing, a Certificate Majority) shall have the option, by 60 days' prior notice in writing to the outgoing Servicer and the Trustee. The Administrator , to remove the Trustee, and the Certificate Insurer shall provide notice of not have any liability to the Trustee, the Depositor, the Servicer or any Certificateholder in connection with such resignation or removal of the Trustee to each of the Rating Agenciesremoval.

Resignation or Removal of Trustee. (a) The Certificateholders evidencing in the aggregate 51% of the Aggregate Invested Amount may at any time remove the Trustee for cause and appoint a successor trustee by written instrument or instruments, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of such instruments shall be delivered to each of the Transferor, the Servicer, the Rating Agencies, the Trustee so removed and the successor trustee so appointed. (b) Subject to Section 11.7(d), the Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorTransferor, the Servicer and the Rating Agencies. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee and one copy to Trustee, the successor Trustee. Other than such instrumenttrustee, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Transferor and the amendment provisions hereof will not apply to such instrumentRating Agencies. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (c) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorServicer, or if at any time the 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, then the Administrator Servicer may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. (bd) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until either (i) the Trust has been completely liquidated in accordance with Article XII of this Agreement and all proceeds of such liquidation have been distributed pursuant to the terms of this Agreement or (ii) acceptance of appointment by a successor trustee having the successor Trustee pursuant to qualifications set forth in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal 26(a)(1) of the Trustee to each Investment Company Act of the Rating Agencies1940 and Section 11.6 as provided in Section 11.8 hereof.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer and the Transferor. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If (i) the Trustee shall fail to perform any of its obligations hereunder, (ii) a Securityholder shall deliver written notice of such failure to the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Transferor or the Holders of Investor Securities representing more than 50% of the Invested Amount (including related commitments of holders of Variable Funding Securities) shall have the right to remove the Trustee and (if by the Holders, with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee. Other than such instrument, Trustee so removed and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. (bd) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.8 hereof and any liability of the Trustee pursuant to Section 10.3 and payment arising hereunder shall survive such appointment of all fees and expenses owed to the outgoing Trusteea successor trustee. The Administrator shall provide notice Notice of such any resignation or removal of the Trustee and appointment of a successor trustee shall be provided to each of Moody's and Standard & Poor's by the Rating AgenciesTransferor or the Servicer in a prompt manner.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorDepositor, the Seller and each Rating Agency. Upon receiving such notice of resignationresignation of the Trustee, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 above, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Administrator, 8.06 hereof or if at any time the 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 Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements of Section 8.06 hereof, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed . The Majority Certificateholders may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Depositor and the amendment provisions hereof will not apply Trustee; the Depositor or the Trustee shall thereupon use its best efforts to such instrument. (b) appoint a successor 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 pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies8.08 hereof.

Resignation or Removal of Trustee. (a) The Subject to the provisions of subsection (c) of this Section , the Trustee may at any time resign and be discharged from the trusts hereby created by this Agreement by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer, with the consent of the Certificate Insurer (unless an Insurer Default shall have occurred and be continuing), shall promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the AdministratorServicer, or if at any time the 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, then the Administrator may Servicer or (so long as an Insurer Default shall not have occurred and be continuing) the Certificate Insurer shall remove the Trustee. If the Administrator shall remove the Trustee is removed under the authority of the immediately preceding sentence, the Administrator Servicer or the Certificate Insurer, as the case may be, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and trustee. The Servicer shall also pay all fees owed amounts due and owing to the outgoing Trustee. Other than such instrument, Any successor trustee shall (so long as an Insurer Default shall not have occurred and as provided in Section 10.2(bbe continuing) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents acceptable to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentCertificate Insurer. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 11.8 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 11.9. (d) If the Trustee 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 10.3 10.2, then the Certificate Insurer (or, if an Insurer Default shall have occurred and payment of all fees and expenses owed be continuing, a Certificate Majority) shall have the option, by 60 days' prior notice in writing to the outgoing Servicer and the Trustee. The Administrator , to remove the Trustee, and the Certificate Insurer shall provide notice of not have any liability to the Trustee, the Depositor, the Servicer or any Certificateholder in connection with such resignation or removal of the Trustee to each of the Rating Agenciesremoval.

Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written upon thirty (30) days' notice thereof in writing to the AdministratorEmployer, and may be removed by the Employer at any time upon thirty (30) days' notice in writing to the Trustee. Upon receiving such notice of resignationresignation or removal, the Administrator Employer shall promptly appoint a successor Trustee or Trustees. Upon receipt by the Trustee of written instrumentacceptance of such appointment by the successor Trustee, in duplicatethe Trustee shall transfer and pay over to such successor the assets of the Trust and all records pertaining thereto, one copy provided that any successor Trustee shall agree not to dispose of which instrument any such records without the Trustee's consent. The successor Trustee shall be delivered entitled to rely on all accounts, records and other documents received by it from the resigning Trustee, and shall not incur any liability whatsoever for such reliance. The Trustee is authorized, however, to reserve such sum of money or property as it may deem advisable for payment of all its fees, Compensation, costs and one copy expenses, or for payment of any other liabilities constituting a charge on or against the assets of the Trust or on or against the Trustee, with any balance or of such reserve remaining after the payment of all such items to be paid over to the successor Trustee. Other than such instrumentUpon the assignment, transfer and payment over of the assets of the Trust, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to obtaining a receipt thereof from the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to actreleased and discharged for any and all claims, or shall be adjudged bankrupt or insolventdemands, or a receiver duties and obligations arising out of the Trust and its management thereof, excepting only claims based upon the Trustee's willful misconduct or lack of good faith. The successor Trustee or shall hold the assets paid over to it under terms similar to those of its property shall be appointed, or any public officer shall take charge or control an agreement that qualifies under section 401 of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove Code. If within thirty (30) days after the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence's resignation or removal, the Administrator shall promptly appoint Employer has not appointed a successor Trustee by written instrumentwhich has accepted such appointment, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee shall, unless it elects to terminate the Trust pursuant to this Section shall not become effective until acceptance of appointment by the Article XII hereof, appoint such successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agenciesitself.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorDepositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignationresignation of the Trustee, the Administrator 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, in duplicate, one with a copy of which such written instrument shall be delivered to (i) the resigning Trustee and one copy to Trustee, (ii) the successor Trustee. Other than such instrument, (iii) any NIMS Insurer and as provided in Section 10.2(b(iv) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentCertificate Insurer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 and 8.06 hereof shall fail to resign after written request therefor by the Administrator, Depositor or any NIMS Insurer or if at any time the Trustee 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 Administrator Depositor or any NIMS insurer may immediately remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee reasonably acceptable to the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, in duplicate, one with a copy of which such written instrument shall be delivered to (i) the outgoing Trustee so removed and one copy to removed, (ii) the successor Trustee, and pay all fees owed (iii) to the outgoing TrusteeCertificate Insurer and (iv) to any NIMS Insurer. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation The Majority Certificateholders (or action shall be required, and notwithstanding anything herein or any NIMS Insurer in the Basic Documents 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 contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Depositor and the amendment provisions hereof will not apply Trustee; the Depositor or the Trustee shall thereupon use its best efforts to such instrument. (b) 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 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 10.3 8.07, it shall be reimbursed any outstanding and payment of all unpaid fees and expenses owed to expenses, and if removed under the outgoing Trustee. The Administrator shall provide notice of such resignation or removal authority of the immediately preceding paragraph, the Trustee to each of or the Rating Agenciesshall also be reimbursed any outstanding and unpaid costs and expenses.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorCMSI. Upon receiving such notice of resignation, the Administrator CMSI shall promptly appoint a successor Trustee by written instrumentinstrument , in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor TrusteeXxxxxxx. If at any time the Trustee shall cease to be eligible in accordance with the provision of Section 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorCMSI, or if at any time the 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, then the Administrator CMSI may remove the Trustee. If the Administrator shall remove it removes the Trustee under the authority of the immediately preceding sentence, the Administrator CMSI shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee may also be removed at any time (i) by the Issuer, and pay all fees owed (a) if the Trustee ceases to be eligible to continue as such under the outgoing Trustee. Other than such instrumentPooling Agreement or if the Trustee becomes insolvent, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) if the Trustee breaches any of its duties under the Pooling Agreement which materially adversely affects the Certificateholders, (c) if through the performance or nonperformance of certain actions by the Trustee, the rating assigned to the CitiCertificates 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 CitiCertificates to be lowered; or (ii) by the holders of Certificates evidencing more than 50% of the Voting Interest of the CitiCertificates then outstanding and more than 50% of the Percentage Interests of the Residual 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 pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, with the Administrator prior written consent of (a) the Certificate Insurer (provided no Insurer Default has occurred which is continuing) and the Holders of Class A Certificates evidencing not less than 51% of the Class A Certificate Balance or (b) if the Class A Certificates have been paid in full and all outstanding Reimbursement Obligations and other amounts owing to the Certificate Insurer have been paid in full, with the prior written consent of the Holders of Class B Certificates evidencing not less than 51% of the Class B Certificate Balance, the Servicer shall promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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; provided that, if an Insurer Default has occurred which is continuing, such right of the Certificate Insurer shall be inoperative during the period of such Insurer Default and shall instead vest in the Trustee acting at the direction of the Holders of Class A Certificates evidencing not less than 51% of the Class A Certificate Balance or, from and after such time as the Class A Certificates have been paid in full and all outstanding Reimbursement Obligations and other amounts due to the Certificate Insurer have been paid in full, the Holders of Class B Certificates evidencing not less than 51% of the Class B Certificate Balance, in each case, in accordance with Section 12.11. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.8 and shall fail to resign after written request therefor by the AdministratorServicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator Servicer may remove the Trustee. If the Administrator Servicer shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees and expenses owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 10.9 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 10.10 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator Servicer shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor. Upon receiving such notice of resignation, the Administrator Depositor shall promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor, or if at any time the 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, then the Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee may also be removed at any time (i) by the Depositor, and pay all fees owed (a) if the Trustee ceases to be eligible to continue as such under this Agreement or if the outgoing Trustee. Other than such instrumentTrustee becomes insolvent, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (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 holders of Certificates evidencing more than 50% of the Voting Interest of the Certificates then outstanding and more than 50% of the Percentage Interests of the Residual 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 pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies8.08.

Resignation or Removal of Trustee. (a) The Subject to paragraph (c) below, the Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorCompany, the Master Servicer, each Agent and the Rating Agencies. Upon receiving such notice of resignation, the Administrator Master Servicer shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trusteetrustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything The Master Servicer must obtain the consent of each Agent to the contrary herein or in the Basic Documentsappointment of any successor trustee, no which consent shall not be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentunreasonably withheld. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.6 hereof and shall fail to resign after written request therefor by the AdministratorMaster Servicer, or if at any time the 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, then the Administrator Company may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to trustee as provided in Section 10.3 8.8. (d) The obligations of the Company described in Sections 6.3 hereof and payment the obligations of all fees the Master Servicer described in Section 8.5 hereof and expenses owed to Section 10.11 hereof shall survive the outgoing Trustee. The Administrator shall provide notice of such removal or resignation or removal of the Trustee to each as provided in this Agreement. (e) No Trustee under this Agreement shall be personally liable for any action or omission of the Rating Agenciesany successor trustee.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTransferor, the Depositor, the Master Servicer[, the Credit Enhancer] and each Rating Agency. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Trustee [(approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld)] by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy to the Master Servicer) and one copy to the successor Trustee. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentTransferor. If no successor Trustee shall have been so appointed and have accepted appointment within 30 [30] days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorTransferor [or the Credit Enhancer], or if at any time the 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 if a tax is imposed or threatened with respect to the Trust by any state in which the Trustee or the Trust is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Administrator Transferor [or the Credit Enhancer] may remove the Trustee. If the Administrator shall remove Transferor [or the Credit Enhancer ]removes the Trustee under the authority of the immediately preceding sentence, the Administrator Transferor shall promptly appoint a successor Trustee [(approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld)] by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trusteetrustee. The Holders of Investor Certificates evidencing Percentage Interests aggregating over [__]% of all Investor Certificates in the aggregate[, and pay all fees owed the Credit Enhancer] may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Trustee. Other than such instrumentMaster Servicer, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Transferor and the amendment provisions hereof will not apply Trustee; the Transferor shall thereupon use its best efforts to such instrument. (b) appoint a successor 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 9.07 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies9.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.5 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If (i) the Trustee shall fail to perform any of its obligations hereunder, (ii) a Certificateholder shall have delivered written notice of such failure to 127 133 the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Holders of Investor Certificates representing more than 50% of the Invested Amount shall have the right to remove the Trustee and (with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee. Other than such instrument, Trustee so removed and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. (bd) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.6 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.7 hereof and any liability of the Trustee pursuant to Section 10.3 and payment arising hereunder shall survive such appointment of all fees and expenses owed to the outgoing Trusteea successor trustee. The Administrator shall provide notice Notice of such any resignation or removal of the Trustee and appointment of a successor trustee shall be provided promptly to each of Rating Agency by the Rating AgenciesServicer.

Resignation or Removal of Trustee. (a) The Trustee may at --------------------------------- any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTransferor, the Depositor, the Master Servicer, the Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy to the Master Servicer) and one copy to the successor Trustee. Other than ; provided, -------- however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior ------- written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentTransferor. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorTransferor or the Credit Enhancer, or if at any time the 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 if a tax is imposed or threatened with respect to the Trust by any state in which the Trustee or the Trust is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Administrator Transferor or the Credit Enhancer may remove the Trustee. If the Administrator shall remove Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay trustee. The Holders of Investor Certificates evidencing Percentage Interests aggregating over 50% of all fees owed Investor Certificates may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Trustee. Other than such instrumentMaster Servicer, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Transferor and the amendment provisions hereof will not apply Trustee; the Transferor shall thereupon use its best efforts to such instrument. (b) appoint a successor 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 9.07 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies9.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by this Agreement by giving at least 30 days' prior written notice thereof to the AdministratorServicer, the Note Insurer and the Noteholders. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee acceptable to the Noteholders and the Note Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. . (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.09 and shall fail to resign after written request therefor by the AdministratorServicer or the Controlling Party, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator Controlling Party may remove the Trustee. If the Administrator shall remove the Trustee is removed under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee acceptable to the Controlling Party, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee10.11. The Administrator Servicer shall provide give the Rating Agency, the Placement Agent, the Note Insurer and the Noteholders notice of any such resignation or removal of the Trustee to each and appointment and acceptance of the Rating Agenciesa successor Trustee.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, or if at any time Servicer; (ii) the 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, then based on the Administrator may remove information included in the notice referred to below, result in the avoidance of) a downgrading of the ratings assigned to the 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 Trustee, which notice shall set forth the basis for any rating downgrade as contemplated by the Rating Agencies and shall also indicate the manner in which such proposed action is intended to avoid such downgrade. If the Administrator shall remove it removes the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trusteetrustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) 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 as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorTransferor and the Servicer. Upon receiving such notice of resignation, the Administrator Transferor shall (i) promptly appoint a successor Trustee 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. Other than trustee and (ii) provide written notice to each Rating Agency of such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentresignation. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor trustee. (b) The Servicer may at any time remove the Trustee and discharge it from the trust hereby created and appoint a successor trustee if (i) no Pay Out Event shall have occurred and is continuing and (ii) the Rating Agency Condition shall have been satisfied with respect thereto, by giving written notice thereof to the Trustee. , provided, that all amounts then owing to the Trustee shall have been paid in full prior to any such removal. (c) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. (bd) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to trustee as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies11.8.

Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving upon sixty (60) days' written notice thereof to the AdministratorCompany, and the Company may remove the Trustee at any time upon sixty (60) days' written notice to the Trustee; provided, however, that the parties may by written instrument waive such notice. Upon receiving such The Trustee reserves the right at any time to resign immediately if the Company transfers the Plan's administration to a recordkeeper other than the recordkeeper designated in the Service Agreement, without the Trustee's prior written consent, by delivering to the Company a notice of resignationresignation certified by the Trustee. The Trustee further reserves the right at any time to resign immediately by delivering to the Company a notice of resignation certified by the Trustee if the assets of the Trust are not invested in investment products which are sponsored, underwritten or managed by affiliates of the Trustee, unless the Service Agreement otherwise specifically provides. If the Trustee shall resign, be removed or for any other reason cease to be Trustee, the Administrator Company shall promptly appoint a successor Trustee or Trustees to whom the Trustee, upon receipt of acceptance by written instrumentsuch successor, in duplicate, one copy shall promptly deliver all of which instrument shall be delivered the assets of the Trust less any unpaid fees or expenses. Subject to the resigning Trustee and one copy to the successor Trustee. Other than such instrumentforegoing provisions, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and or appointment of a new Trustee shall be by instrument in writing and shall become effective on the date therein specified. Any successor Trustee pursuant shall have the same powers and duties as the succeeded Trustee, subject to this Section such changes as the Company may then determine. Upon request of such successor Trustee or Trustees, the Company and the Trustee ceasing to act shall not become effective until acceptance execute and deliver such instruments of appointment by conveyance and further assurance and do such things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee or Trustees all the right, title and interest of the retiring Trustee in and to the assets of the Trust. The Trustee is authorized, however, to reserve such sums of money as may be reasonable for payment of its compensation and expenses (including legal fees) in connection with the settlement of its account or otherwise, and any balance of such reserve remaining after payment of such compensation and expenses shall be promptly paid over to the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating AgenciesTrustees.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer with a copy to each Enhancement Provider. In addition, the Trustee may be removed by the Cumulative Required Investor Certificateholders (Super Majority) if they deliver written notice to the Trustee to the effect that they have elected to remove the Trustee for cause and the Servicer (provided that no Rapid Amortization Event shall have occurred and be continuing) consents to such removal (which consent shall not be unreasonably withheld or delayed). Upon receiving such notice of resignationresignation or removal, the Administrator such Investor Certificateholders shall promptly appoint a successor Trustee trustee, reasonably acceptable to the Servicer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrumenttrustee, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything subject to the contrary herein or in consent of the Basic DocumentsEnhancement Provider of any Series (if the Supplement relating to such Series so requires), no which consent shall not be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentunreasonably withheld. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 the provisions of SECTION 8.4 above and shall fail to resign after written request therefor by the AdministratorInvestor Certificateholders described in SECTION 8.5(a) above, or if at any time the 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 Administrator such Investor Certificateholders may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee, reasonably acceptable to the Servicer, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section SECTION 8.5 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 trustee as provided in SECTION 8.6 below and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal any liability of the Trustee arising hereunder shall survive such appointment of a successor trustee. (d) Prior to each of its removal or resignation, the Rating AgenciesTrustee shall give such written notices and execute such written instructions as required by the Master Trust Agreement, the Control Agreement or the Conversion Agreement.

Resignation or Removal of Trustee. (a) The Trustee may at any --------------------------------- time resign and be discharged from the trusts trust hereby created by giving written notice thereof to Seller, Servicer, Bond Insurer and the AdministratorCertificateholders. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee 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. Other than trustee; provided, however, that any such instrumentsuccessor trustee must be -------- ------- approved by the Controlling Party, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no which consent shall not be required of any Person with respect to such appointment unreasonably withheld or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentdelayed. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee acceptable to the Controlling Party. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.05 and shall fail to resign after written request ------------- therefor by Seller with the Administratorconsent of the Controlling Party or by the Controlling Party, or if at any time the 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 Seller may with the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority prior written consent of the preceding sentenceControlling Party and shall at the direction of the Controlling Party, the Administrator shall remove Trustee and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trusteetrustee at least 30 days in advance of the effective date of such removal; provided, any such successor trustee must be approved by the Controlling Party. In addition to the foregoing rights, and pay all fees owed provided Seller first obtains the written consent of the Controlling Party (which may be given or withheld in the sole and absolute discretion of the Controlling Party), Seller may remove Trustee at any time without cause and promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the outgoing Trustee. Other than such instrumentsuccessor trustee; provided, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and successor trustee must be approved by the amendment provisions hereof will not apply to such instrumentControlling Party. (bc) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 10.06 shall not become ------------- effective until acceptance of appointment by the successor trustee acceptable to the Controlling Party as provided in Section 10.07 and any liability of Trustee pursuant to Section 10.3 and payment ------------- arising hereunder shall survive such appointment of a successor trustee. Rockford shall promptly pay all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agenciesas well as all other amounts due Trustee hereunder.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If at any time the Trust shall be in non-compliance with Section 2.5(m), the Trustee shall be removed and the Servicer shall promptly appoint a successor trustee 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. (d) If (i) the Trustee shall fail to perform any of its obligations hereunder, (ii) a Certificateholder shall deliver written notice of such failure to the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Holders of Investor Certificates representing more than 50% of the Invested Amount (including related commitments of holders of Variable Funding Certificates) shall have the right to remove the Trustee and (with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee. Other than such instrument, Trustee so removed and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. (be) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to trustee as provided in Section 10.3 11.8 hereof and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal any liability of the Trustee to each arising hereunder shall survive such appointment of the Rating Agenciesa successor trustee.

Resignation or Removal of Trustee. (a) The Trustee may at any --------------------------------- time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTransferor, the Depositor, the Master Servicer, the Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy to the Master Servicer) and one copy to the successor Trustee. Other than ; provided, -------- however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written ------- approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentTransferor. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorTransferor or the Credit Enhancer, or if at any time the 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 if a tax is imposed or threatened with respect to the Trust by any state in which the Trustee or the Trust is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Administrator Transferor or the Credit Enhancer may remove the Trustee. If the Administrator shall remove Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay trustee. The Holders of Investor Certificates evidencing Percentage Interests aggregating over 50% of all fees owed Investor Certificates in the aggregate or the Credit Enhancer may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Trustee. Other than such instrumentMaster Servicer, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Transferor and the amendment provisions hereof will not apply Trustee; the Transferor shall thereupon use its best efforts to such instrument. (b) appoint a successor 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 9.07 shall not become effective until acceptance of appointment by the successor Trustee pursuant to as provided in Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies9.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If at any time the Trust shall be in non-compliance with Section 2.5(m), the Trustee shall be removed and the Servicer shall (with the approval of Holders of Investor Certificates aggregating more than 50% of the Aggregate Invested Amount) promptly appoint a successor trustee 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. (d) If (i) the Trustee shall fail to perform any of its obligations hereunder, (ii) a Certificateholder shall deliver written notice of such failure to the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Holders of Investor Certificates representing more than 50% of the Invested Amount (including related commitments of holders of Variable Funding Certificates) shall have the right to remove the Trustee and (with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee. Other than such instrument, Trustee so removed and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents one copy to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. (be) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to trustee as provided in Section 10.3 11.8 hereof and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal any liability of the Trustee to each arising hereunder shall survive such appointment of the Rating Agenciesa successor trustee.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorTransferor, the Servicer and the Rating Agencies. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor trustee and release the resigning Trustee from its obligations hereunder by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee Trustee, upon notice to the Transferor and the Servicer, may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trusteetrustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, the Servicer, or if at any time the 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 Administrator may remove Transferor or the Trustee. If Servicer may, but shall not be required to, upon 10 days' prior written notice to the Administrator shall others, remove the Trustee under and then the authority of the preceding sentence, the Administrator Servicer shall promptly appoint a successor trustee and release the Trustee to be removed from its obligations hereunder by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed trustee. Any such appointment shall be subject to the outgoing Trusteeprior written consent of the Servicer. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. (b) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to trustee as provided in Section 10.3 11.8 hereof and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal any liability of the Trustee to each arising hereunder shall survive such appointment of the Rating Agenciesa successor trustee.