Common use of Replacement of the Indenture Trustee Clause in Contracts

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by so notifying the Issuing Entity in writing. The Holders of not less than a majority of the Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuing Entity shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity shall promptly appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuing Entity. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuing Entity’s and the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by so notifying the Issuing Entity Issuer in writing. The Holders of not less than a majority of the Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuing Entity Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity Issuer shall promptly appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity Issuer or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuing Entity’s Issuer's and the Administrator’s 's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No (a) A resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee’s acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. 10.7, at least ten (10) days’ notice to the Rating Agency and the satisfaction of the Rating Agency Condition. (b) The Indenture Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer, the Administrator, each Noteholder and the Rating Agency, resign at any time and be discharged from the trust hereby created by so notifying the Issuing Entity in writingIssuer and the Administrator; provided, that no such resignation of the Indenture Trustee shall be effective until a successor Indenture Trustee has assumed the obligations of the Indenture Trustee hereunder. The Holders of not less than a majority of the Outstanding Amount of the Notes Required Noteholders may remove the Indenture Trustee for any reason by so notifying the Indenture Trustee in writing Trustee, the Issuer, the Administrator and may appoint a successor Indenture Trusteethe Rating Agency. The Issuing Entity shall Issuer may remove the Indenture Trustee upon thirty (30) days’ written notice to the Indenture Trustee and notice to the Rating Agency if: (i) the Indenture Trustee fails to comply with Section 6.1110.9; (ii) the Indenture Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Indenture Trustee under the Bankruptcy Code; (iii) a receiver custodian or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Issuing Entity Issuer shall promptly appoint a successor Indenture Trustee and provide notice of such appointment to the Administrator. (c) If a successor Indenture Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee. , the Issuer or any Noteholder may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (d) If the Indenture Trustee after written request by any Noteholder who has been a Noteholder for at least six months fails to comply with Section 10.9, such Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee Trustee, the Administrator and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after ; provided, that all sums owing to the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trusteehereunder have been paid. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSection 10.7, the Issuing Entity’s and the AdministratorIssuer’s obligations under Section 6.7 10.6 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. (a) The Indenture Trustee may give notice of its intent to resign at any time by so notifying the Issuing Entity in writingIssuer. The Holders of not less than a majority of the in Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuing Entity Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . (b) If the Indenture Trustee resigns gives notice of its intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity Issuer shall promptly appoint a successor Indenture Trustee. . (c) A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuing Entity. Thereupon Issuer and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee Trustee, without any further act, deed or conveyance shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as the Indenture Trustee to the successor Indenture Trustee. . (d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns gives notice of its intent to resign or is removed, the retiring Indenture Trustee, the Issuing Entity Issuer or the Holders of not less than a majority of the in Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. . (f) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to Section 6.8(c) and payment of all fees and expenses owed to the outgoing Indenture Trustee. (g) Notwithstanding the replacement resignation or removal of the Indenture Trustee pursuant to this Section, the Issuing Entity’s Issuer's and the Administrator’s Servicer's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability not be liable for any act the acts or omission by omissions of any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. (a) The Indenture Trustee may give notice of its intent to resign at any time by so notifying the Issuing Entity in writingIssuer. The Holders of not less than a majority of the in Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuing Entity Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . (b) If the Indenture Trustee resigns gives notice of its intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity Issuer shall promptly appoint a successor Indenture Trustee. . (c) A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuing Entity. Thereupon Issuer and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee Trustee, without any further act, deed or conveyance shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as the Indenture Trustee to the successor Indenture Trustee. . (d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns gives notice of its intent to resign or is removed, the retiring Indenture Trustee, the Issuing Entity Issuer or the Holders of not less than a majority of the in Outstanding Amount of the Notes may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. . (f) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to Section 6.8(c) and payment of all fees and expenses owed to the outgoing Indenture Trustee. (g) Notwithstanding the replacement resignation or removal of the Indenture Trustee pursuant to this Section, the Issuing Entity’s Issuer's and the Administrator’s 's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability not be liable for any act the acts or omission by omissions of any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section SECTION 6.8. The Indenture Trustee may resign at any time by so notifying the Issuing Entity Issuer in writing. The Holders of not less than a majority of the Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuing Entity Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section SECTION 6.11; (ii) the Indenture Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity Issuer shall promptly appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Counterparties and the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity Issuer or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section SECTION 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuing Entity’s Issuer's and the Administrator’s 's obligations under Section SECTION 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No (a) A resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee’s acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. 11.7. (b) The Indenture Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer, resign at any time by so notifying and be discharged from the Issuing Entity in writingtrust hereby created; provided, however, that no such resignation of the Indenture Trustee shall be effective until a successor trustee has assumed the obligations of the Indenture Trustee hereunder. The Holders of not less than a majority of the Outstanding Amount of the Notes Issuer may remove the Indenture Trustee by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee in writing so removed and may appoint a one copy to the successor Indenture Trustee. The Issuing Entity shall remove the Indenture Trustee trustee if: (i) the Indenture Trustee fails to comply with Section 6.1111.9; (ii) a court or federal or state bank regulatory agency having jurisdiction in the premises in respect of the Indenture Trustee is adjudged shall have entered a bankrupt decree or insolventorder granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs; (iii) the Indenture Trustee consents to the appointment of or taking possession by a receiver receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other public officer takes charge of similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its propertydebts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Issuing Entity Issuer shall promptly appoint a successor Indenture TrusteeTrustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and one copy to the successor trustee. 81 4143-0949-1521 (c) If a successor Indenture Trustee does not take office within thirty (30) days after the retiring Indenture Trustee provides written notice of its resignation or is removed, the retiring Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring or removed Indenture Trustee and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee Trustee, without any further act, deed or conveyance, shall have become fully vested with all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the NoteholdersNoteholders and Certificateholders. The retiring Indenture Trustee shall shall, at the expense of the Issuer, promptly transfer to the successor Indenture Trustee all property held by it as Indenture Trustee and all documents and statements held by it hereunder; provided, however, that all sums owing to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removedhereunder (and its agents and counsel) have been paid, and the retiring Issuer and the predecessor Indenture Trustee, Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11all such rights, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee powers, duties and the appointment of a successor Indenture Trusteeobligations. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSection 11.7, the Issuing Entity’s and the AdministratorIssuer’s obligations under Section 6.7 Sections 11.6 and 11.17 shall continue for the benefit of the retiring Indenture Trustee. The . (d) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the retiring Indenture Trustee. (e) No successor Indenture Trustee shall have no liability for any act or omission by any accept appointment as provided in this Section 11.7 unless at the time of such acceptance such successor Indenture Trustee other than itself, serving again as Indenture Trusteeshall be eligible under the provisions of Section 11.9 hereof.

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the a successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by so notifying the Issuing Entity Issuer, the Servicer and the Facility Administrator in writing. The Holders of constituting not less than a majority of the Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuing Entity shall Issuer may, with the consent of the Facility Administrator, remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged a as bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity Issuer shall promptly appoint a successor Indenture TrusteeTrustee which is reasonably acceptable to the Facility Administrator and the Trust Depositor. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee Trustee, the Facility Administrator, the Servicer and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders, the NoteholdersServicer and the Facility Administrator. The retiring Indenture Trustee shall promptly transfer transfer, at the expense of the Issuer, all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity Issuer, the Facility Administrator or the Holders of constituting not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder or the Facility Administrator may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuing Entity’s and the Administrator’s Issuer's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No (1) A resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee’s acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. 11.7. (2) The Indenture Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer, resign at any time by so notifying and be discharged from the Issuing Entity in writingtrust hereby created; provided, however, that no such resignation of the Indenture Trustee shall be effective until a successor trustee has assumed the obligations of the Indenture Trustee hereunder. The Holders of not less than a majority of the Outstanding Amount of the Notes Issuer may remove the Indenture Trustee by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee in writing so removed and may appoint a one copy to the successor Indenture Trustee. The Issuing Entity shall remove the Indenture Trustee trustee if: (ia) the Indenture Trustee fails to comply with Section 6.1111.9; (iib) a court or federal or state bank regulatory agency having jurisdiction in the premises in respect of the Indenture Trustee shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs; (c) the Indenture Trustee is adjudged consents to the appointment of or taking possession by a bankrupt or insolvent; receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (iii) a receiver or other public officer takes charge of similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its propertydebts as such debts become due or takes any corporate action in furtherance of any of the foregoing; oror 4131-7662-3437 (ivd) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Issuing Entity Issuer shall promptly appoint a successor Indenture TrusteeTrustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and one copy to the successor trustee. (3) If a successor Indenture Trustee does not take office within thirty (30) days after the retiring Indenture Trustee provides written notice of its resignation or is removed, the retiring Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring or removed Indenture Trustee and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee Trustee, without any further act, deed or conveyance, shall have become fully vested with all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the NoteholdersNoteholders and Certificateholders. The retiring Indenture Trustee shall shall, at the expense of the Issuer, promptly transfer to the successor Indenture Trustee all property held by it as Indenture Trustee and all documents and statements held by it hereunder; provided, however, that all sums owing to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removedhereunder (and its agents and counsel) have been paid, and the retiring Issuer and the predecessor Indenture Trustee, Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11all such rights, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee powers, duties and the appointment of a successor Indenture Trusteeobligations. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSection 11.7, the Issuing Entity’s and the AdministratorIssuer’s obligations under Section 6.7 Sections 11.6 and 11.17 shall continue for the benefit of the retiring Indenture Trustee. The . (4) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the retiring Indenture Trustee. (5) No successor Indenture Trustee shall have no liability for any act or omission by any accept appointment as provided in this Section 11.7 unless at the time of such acceptance such successor Indenture Trustee other than itself, serving again as Indenture Trusteeshall be eligible under the provisions of Section 11.9 hereof.

Replacement of the Indenture Trustee. No (a) A resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee’s acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. 11.7. (b) The Indenture Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer, resign at any time by so notifying and be discharged from the Issuing Entity in writingtrust hereby created; provided, however, that no such resignation of the Indenture Trustee shall be effective until a successor trustee has assumed the obligations of the Indenture Trustee hereunder. The Holders of not less than a majority of the Outstanding Amount of the Notes Issuer may remove the Indenture Trustee by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee in writing so removed and may appoint a one copy to the successor Indenture Trustee. The Issuing Entity shall remove the Indenture Trustee trustee if: (i) the Indenture Trustee fails to comply with Section 6.1111.9; (ii) a court or federal or state bank regulatory agency having jurisdiction in the premises in respect of the Indenture Trustee is adjudged shall have entered a bankrupt decree or insolventorder granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs; (iii) the Indenture Trustee consents to the appointment of or taking possession by a receiver receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other public officer takes charge of similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its propertydebts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Issuing Entity Issuer shall promptly appoint a successor Indenture TrusteeTrustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and one copy to the successor trustee. (c) If a successor Indenture Trustee does not take office within thirty (30) days after the retiring Indenture Trustee provides written notice of its resignation or is removed, the retiring Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring or removed Indenture Trustee and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee Trustee, without any further act, deed or conveyance, shall have become fully vested with all the rights, powers 4156-1338-2734 and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the NoteholdersNoteholders and Certificateholders. The retiring Indenture Trustee shall shall, at the expense of the Issuer, promptly transfer to the successor Indenture Trustee all property held by it as Indenture Trustee and all documents and statements held by it hereunder; provided, however, that all sums owing to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removedhereunder (and its agents and counsel) have been paid, and the retiring Issuer and the predecessor Indenture Trustee, Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11all such rights, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee powers, duties and the appointment of a successor Indenture Trusteeobligations. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSection 11.7, the Issuing Entity’s and the AdministratorIssuer’s obligations under Section 6.7 Sections 11.6 and 11.17 shall continue for the benefit of the retiring Indenture Trustee. The . (d) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the retiring Indenture Trustee. (e) No successor Indenture Trustee shall have no liability for any act or omission by any accept appointment as provided in this Section 11.7 unless at the time of such acceptance such successor Indenture Trustee other than itself, serving again as Indenture Trusteeshall be eligible under the provisions of Section 11.9 hereof.

Replacement of the Indenture Trustee. No (a) A resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee’s acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. 11.7. (b) The Indenture Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer, resign at any time by so notifying and be discharged from the Issuing Entity in writingtrust hereby created; provided, however, that no such resignation of the Indenture Trustee shall be effective until a successor trustee has assumed the obligations of the Indenture Trustee hereunder. The Holders of not less than a majority of the Outstanding Amount of the Notes Issuer may remove the Indenture Trustee by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee in writing so removed and may appoint a one copy to the successor Indenture Trustee. The Issuing Entity shall remove the Indenture Trustee trustee if: (i) the Indenture Trustee fails to comply with Section 6.1111.9; (ii) a court or federal or state bank regulatory agency having jurisdiction in the premises in respect of the Indenture Trustee is adjudged shall have entered a bankrupt decree or insolventorder granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs; (iii) the Indenture Trustee consents to the appointment of or taking possession by a receiver receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other public officer takes charge of similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its propertydebts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Issuing Entity Issuer shall promptly appoint a successor Indenture TrusteeTrustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and one copy to the successor trustee. (c) If a successor Indenture Trustee does not take office within thirty (30) days after the retiring Indenture Trustee provides written notice of its resignation or is removed, the retiring Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring or removed Indenture Trustee and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee Trustee, without any further act, deed or conveyance, shall have become fully vested with all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the NoteholdersNoteholders and Certificateholders. The retiring Indenture Trustee shall shall, at the expense of the Issuer, promptly transfer to the successor Indenture Trustee all property held by it as Indenture Trustee and all documents and statements held by it hereunder; provided, however, that all sums owing to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removedhereunder (and its agents and counsel) have been paid, and the retiring Issuer and the predecessor Indenture Trustee, Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11all such rights, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee powers, duties and the appointment of a successor Indenture Trusteeobligations. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSection 11.7, the Issuing Entity’s and the AdministratorIssuer’s obligations under Section 6.7 Sections 11.6 and 11.17 shall continue for the benefit of the retiring Indenture Trustee. The . (d) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the retiring Indenture Trustee. (e) No successor Indenture Trustee shall have no liability for any act or omission by any accept appointment as provided in this Section 11.7 unless at the time of such acceptance such successor Indenture Trustee other than itself, serving again as Indenture Trusteeshall be eligible under the provisions of Section 11.9 hereof.

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by so notifying the Issuing Entity Issuer in writing. The Holders of not less than a majority of the Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuing Entity Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity Issuer shall promptly appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Counterparties and the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity Issuer or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuing Entity’s Issuer's and the Administrator’s 's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by so notifying the Issuing Entity Issuer in writing. The Holders of not less than a majority of the Outstanding Amount of the Indenture Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuing Entity Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity Issuer shall promptly appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Indenture Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity Issuer or the Holders of not less than a majority of the Outstanding Amount of the Indenture Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Indenture Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuing Entity’s Issuer's and the Administrator’s 's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No (a) A resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee’s acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. 10.6 and the satisfaction of the Rating Agency Confirmation Condition. (b) The Indenture Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer, each Term Noteholder, each Subordinated Noteholder and each Rating Agency, resign at any time and be discharged from the trust hereby created by so notifying the Issuing Entity in writingIssuer and the Collateral Agent; provided, however, that no such resignation of the Indenture Trustee shall be effective until a successor Indenture Trustee has assumed the obligations of the Indenture Trustee hereunder. The Holders of not less than a majority of Required Term Noteholders and the Outstanding Amount of the Notes Required Subordinated 57 Base Indenture Noteholders may remove the Indenture Trustee by so notifying the Indenture Trustee in writing Trustee, the Collateral Agent, the Issuer and may appoint a successor Indenture Trusteeeach Rating Agency. The Issuing Entity shall Issuer may remove the Indenture Trustee upon notice to each Rating Agency if: (i) the Indenture Trustee fails to comply with Section 6.1110.8; (ii) the Indenture Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Indenture Trustee under the Bankruptcy Code; (iii) a receiver custodian or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Issuing Entity Issuer shall promptly appoint a successor Indenture Trustee. . (c) If a successor Indenture Trustee does not take office within thirty (30) days after notice of removal or resignation is given, the retiring Indenture Trustee, the Issuer or any Term Noteholder or Subordinated Noteholder may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (d) If the Indenture Trustee after written request by any Term Noteholder or Subordinated Noteholder who has been a Term Noteholder or Subordinated Noteholder for at least six months fails to comply with Section 10.8, such Term Noteholder or Subordinated Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee Trustee, the Collateral Agent, and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this IndentureBase Indenture and any Supplement. The successor Indenture Trustee shall mail a notice of its succession to the Term Noteholders or the Subordinated Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after ; provided, however, that all sums owing to the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trusteehereunder have been paid. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSection 10.6, the Issuing Entity’s and the AdministratorIssuer’s obligations under Section 6.7 Sections 10.5 and 10.11 hereof shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No (a) A resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee’s acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. 10.6 and the satisfaction of the Rating Agency Confirmation Condition. (b) The Indenture Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer, each Subordinated Noteholder and each Rating Agency, resign at any time and be discharged from the trust hereby created by so notifying the Issuing Entity in writingIssuer and the Collateral Agent; provided, however, that no such resignation of the Indenture Trustee shall be effective until a successor Indenture Trustee has assumed the obligations of the Indenture Trustee hereunder. The Holders of not less than a majority of the Outstanding Amount of the Notes Required Subordinated Noteholders may remove the Indenture Trustee by so notifying the Indenture Trustee in writing Trustee, the Collateral Agent, the Issuer and may appoint a successor Indenture Trusteeeach Rating Agency. The Issuing Entity shall Issuer may remove the Indenture Trustee upon notice to each Rating Agency if:. (i) the Indenture Trustee fails to comply with Section 6.1110.8; (ii) the Indenture Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Indenture Trustee under the Bankruptcy Code; (iii) a receiver custodian or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Issuing Entity Issuer shall promptly appoint a successor Indenture Trustee. Within one year after the successor Indenture Trustee takes office, the Required Subordinated Noteholders may appoint a successor Indenture Trustee to replace the successor Indenture Trustee appointed by the Issuer. (c) If a successor Indenture Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or any Subordinated Noteholder may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (d) If the Indenture Trustee after written request by any Subordinated Noteholder who has been a Subordinated Noteholder for at least six months fails to comply with Section 10.8, such Subordinated Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee Trustee, the Collateral Agent, and to the Issuing EntityIssuer. Thereupon Thereupon, the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this IndentureIndenture and any Supplement. The successor Indenture Trustee shall mail a notice of its succession to the Subordinated Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after ; provided, however, that all sums owing to the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trusteehereunder have been paid. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSection 10.6, the Issuing Entity’s and the AdministratorIssuer’s obligations under Section 6.7 10.5 hereof shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No 4126-5192-3506.10 (a) A resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee’s acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. 11.7. (b) The Indenture Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer, resign at any time by so notifying and be discharged from the Issuing Entity in writingtrust hereby created; provided, however, that no such resignation of the Indenture Trustee shall be effective until a successor trustee has assumed the obligations of the Indenture Trustee hereunder. The Holders of not less than a majority of the Outstanding Amount of the Notes Issuer may remove the Indenture Trustee by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee in writing so removed and may appoint a one copy to the successor Indenture Trustee. The Issuing Entity shall remove the Indenture Trustee trustee if: (i) the Indenture Trustee fails to comply with Section 6.1111.9; (ii) a court or federal or state bank regulatory agency having jurisdiction in the premises in respect of the Indenture Trustee is adjudged shall have entered a bankrupt decree or insolventorder granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs; (iii) the Indenture Trustee consents to the appointment of or taking possession by a receiver receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other public officer takes charge of similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its propertydebts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Issuing Entity Issuer shall promptly appoint a successor Indenture TrusteeTrustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and one copy to the successor trustee. (c) If a successor Indenture Trustee does not take office within thirty (30) days after the retiring Indenture Trustee provides written notice of its resignation or is removed, the retiring Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring or removed Indenture Trustee and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee Trustee, without any further act, deed or conveyance, shall have become fully vested with all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the NoteholdersNoteholders and Certificateholders. The retiring Indenture Trustee shall shall, at the expense of the Issuer, promptly transfer to the successor Indenture Trustee all property held by it as Indenture Trustee and all documents and statements held by it hereunder; provided, however, that all sums owing to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removedhereunder (and its agents and counsel) have been paid, and the retiring Issuer and the predecessor Indenture Trustee, Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11all such rights, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee powers, duties and the appointment of a successor Indenture Trusteeobligations. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSection 11.7, the Issuing Entity’s and the AdministratorIssuer’s obligations under Section 6.7 Sections 11.6 and 11.17 shall continue for the benefit of the retiring Indenture Trustee. The 79 4126-5192-3506.10 (d) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the retiring Indenture Trustee. (e) No successor Indenture Trustee shall have no liability for any act or omission by any accept appointment as provided in this Section 11.7 unless at the time of such acceptance such successor Indenture Trustee other than itself, serving again as Indenture Trusteeshall be eligible under the provisions of Section 11.9 hereof.

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by so notifying the Issuing Entity Issuer in writing. The Holders of not less than a majority of the Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuing Entity Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity Issuer shall promptly appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity Issuer or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuing Entity’s Issuer's and the Administrator’s 's obligations under Section 6.7 shall Indenture 48 continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No 4149-1382-4069 (a) A resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee’s acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. 11.7. (b) The Indenture Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer, resign at any time by so notifying and be discharged from the Issuing Entity in writingtrust hereby created; provided, however, that no such resignation of the Indenture Trustee shall be effective until a successor trustee has assumed the obligations of the Indenture Trustee hereunder. The Holders of not less than a majority of the Outstanding Amount of the Notes Issuer may remove the Indenture Trustee by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee in writing so removed and may appoint a one copy to the successor Indenture Trustee. The Issuing Entity shall remove the Indenture Trustee trustee if: (i) the Indenture Trustee fails to comply with Section 6.1111.9; (ii) a court or federal or state bank regulatory agency having jurisdiction in the premises in respect of the Indenture Trustee is adjudged shall have entered a bankrupt decree or insolventorder granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs; (iii) the Indenture Trustee consents to the appointment of or taking possession by a receiver receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other public officer takes charge of similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its propertydebts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Issuing Entity Issuer shall promptly appoint a successor Indenture TrusteeTrustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and one copy to the successor trustee. (c) If a successor Indenture Trustee does not take office within thirty (30) days after the retiring Indenture Trustee provides written notice of its resignation or is removed, the retiring Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring or removed Indenture Trustee and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee Trustee, without any further act, deed or conveyance, shall have become fully vested with all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the NoteholdersNoteholders and Certificateholders. The retiring Indenture Trustee shall shall, at the expense of the Issuer, promptly transfer to the successor Indenture Trustee all property held by it as Indenture Trustee and all documents and statements held by it hereunder; provided, however, that all sums owing to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removedhereunder (and its agents and counsel) have been paid, and the retiring Issuer and the predecessor Indenture Trustee, Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11all such rights, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee powers, duties and the appointment of a successor Indenture Trusteeobligations. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSection 11.7, the Issuing Entity’s and the AdministratorIssuer’s obligations under Section 6.7 Sections 11.6 and 11.17 shall continue for the benefit of the retiring Indenture Trustee. The 4149-1382-4069 (d) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the retiring Indenture Trustee. (e) No successor Indenture Trustee shall have no liability for any act or omission by any accept appointment as provided in this Section 11.7 unless at the time of such acceptance such successor Indenture Trustee other than itself, serving again as Indenture Trusteeshall be eligible under the provisions of Section 11.9 hereof.

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the a successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by so notifying the Issuing Entity Issuer, the Servicer and the Facility Administrator in writing. The Holders of constituting not less than a majority of the Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuing Entity shall Issuer may, with the consent of the Facility Administrator, remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged a as bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity Issuer shall promptly appoint a successor Indenture TrusteeTrustee which is reasonably acceptable to the Facility Administrator and the Trust Depositor. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee Trustee, the Facility Administrator, the Servicer and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee Servicer and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuing Entity’s and the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.Facility

Replacement of the Indenture Trustee. No (a) A resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee’s acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. 10.6 and the satisfaction of the Rating Agency Consent Condition. (b) The Indenture Trustee may may, after giving sixty (60) days prior written notice to the Issuer, each Noteholder and each Rating Agency, resign at any time and be discharged from the trust hereby created by so notifying the Issuing Entity in writingIssuer, the Collateral Agent and the Agent; provided, however, that no such resignation of the Indenture Trustee shall be effective until a successor Indenture Trustee has assumed the obligations of the Indenture Trustee hereunder. The Holders of not less than a majority of the Outstanding Amount of the Notes Required Noteholders may remove the Indenture Trustee by so notifying the Indenture Trustee in writing Trustee, the Collateral Agent, the Issuer and may appoint a successor Indenture Trusteeeach Rating Agency. The Issuing Entity shall Issuer may remove the Indenture Trustee upon notice to each Rating Agency if: (i) the Indenture Trustee fails to comply with Section 6.1110.8; (ii) the Indenture Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Indenture Trustee under the Bankruptcy Code; (iii) a receiver custodian or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Issuing Entity Issuer shall promptly appoint a successor Indenture Trustee. Within one year after the successor Indenture Trustee takes office, the Required Noteholders may appoint a successor Indenture Trustee to replace the successor Indenture Trustee appointed by the Issuer. (c) If a successor Indenture Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or any Noteholder may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (d) If the Indenture Trustee after written request by any Noteholder who has been a Noteholder for at least six months fails to comply with Section 10.8, such Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee Trustee, the Collateral Agent, and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this IndentureIndenture and any Supplement. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after ; provided, however, that all sums owing to the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trusteehereunder have been paid. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSection 10.6, the Issuing Entity’s and the AdministratorIssuer’s obligations under Section 6.7 10.5 hereof shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No (a) A resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee’s acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. 10.7, at least [***] notice to the Rating Agency and the satisfaction of the Rating Agency Condition. (b) The Indenture Trustee may may, after giving [***] prior written notice to the Issuer, the Administrator, each Noteholder and the Rating Agency, resign at any time and be discharged from the trust hereby created by so notifying the Issuing Entity in writingIssuer and the Administrator; provided, that no such resignation of the Indenture Trustee shall be effective until a successor Indenture Trustee has assumed the obligations of the Indenture Trustee hereunder. The Holders of not less than a majority of the Outstanding Amount of the Notes Required Noteholders may remove the Indenture Trustee for any reason by so notifying the Indenture Trustee in writing Trustee, the Issuer, the Administrator and may appoint a successor Indenture Trusteethe Rating Agency. The Issuing Entity shall Issuer may remove the Indenture Trustee upon [***] written notice to the Indenture Trustee and notice to the Rating Agency if: (i) the Indenture Trustee fails to comply with Section 6.1110.9; (ii) the Indenture Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Indenture Trustee under the Bankruptcy Code; (iii) a receiver custodian or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Issuing Entity Issuer shall promptly appoint a successor Indenture Trustee and provide notice of such appointment to the Administrator. (c) If a successor Indenture Trustee does not take office within [***] after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee. , the Issuer or any Noteholder may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (d) If the Indenture Trustee after written request by any Noteholder who has been a Noteholder for at least [***] fails to comply with Section 10.9, such Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee Trustee, the Administrator and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after ; provided, that all sums owing to the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity or the Holders of not less than a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trusteehereunder have been paid. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSection 10.7, the Issuing Entity’s and the AdministratorIssuer’s obligations under Section 6.7 10.6 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the a successor Indenture Trustee pursuant to this Section SECTION 6.8. The Indenture Trustee may resign at any time by so notifying the Issuing Entity Issuer, the Servicer and the Facility Administrator in writing. The Holders of constituting not less than a majority of the Outstanding Amount each Class of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuing Entity shall Issuer may, with the consent of the Facility Administrator, remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section SECTION 6.11; (ii) the Indenture Trustee is adjudged a as bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity Issuer shall promptly appoint a successor Indenture TrusteeTrustee which is reasonably acceptable to the Facility Administrator and the Trust Depositor. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee Trustee, the Facility Administrator, the Servicer and to the Issuing EntityIssuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders, the NoteholdersServicer and the Facility Administrator. The retiring Indenture Trustee shall promptly transfer transfer, at the expense of the Issuer, all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity Issuer, the Facility Administrator or the Holders of constituting not less than a majority of the Outstanding Amount each Class of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section SECTION 6.11, any Noteholder or the Facility Administrator may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuing Entity’s and the Administrator’s Issuer's obligations under Section SECTION 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.