Common use of Replacement of the Trustee Clause in Contracts

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by this Indenture by so notifying the CompanyIssuers. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company Issuers in writing. The Company Issuers may remove the Trustee if: (ia) the Trustee fails to comply with Section 10.097.10; (iib) the Trustee is adjudged to be as bankrupt or as insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a custodian or public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will Issuers shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) Issuers. If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company Issuers or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, after written request by any Holder who has been a Holder of for at least six (6) months, fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuers. Thereupon, upon which notice the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Supplemental Indenture. The successor Trustee will send shall mail a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for ; provided all sums owing to the avoidance of doubt, be Trustee hereunder have been paid and subject to the lien Lien provided for in Section 10.06(D)7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.0711.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.0711.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.0911.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.0911.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D11.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingwriting with thirty (30) days prior notice. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0711.7. (Bb) The Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer and the Servicer, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Issuer may remove the Trustee by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the Company in writing. The Company may remove the Trustee successor trustee if: (i) the Trustee fails to comply with Section 10.0911.9; (ii) a court or federal or state bank regulatory agency having jurisdiction in the premises in respect of the Trustee is adjudged to be bankrupt shall have entered a decree or insolvent order granting relief or an order appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for relief is entered with respect to the Trustee under or for any Bankruptcy Lawsubstantial part of the Trustee’s property, or ordering the winding-up or liquidation of the Trustee’s affairs; (iii) the Trustee consents to the appointment of or taking possession by a custodian receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or public officer takes charge of other similar official) for the Trustee or for any substantial part of the 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 Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will Issuer shall promptly appoint a successor Trustee; Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and (ii) at any time within one (1) year after copy to the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Companytrustee. (Dc) If a successor Trustee does not take office within sixty thirty (6030) days after the retiring Trustee resigns provides written notice of its resignation or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) trustee. A successor Trustee will shall deliver a written acceptance of its appointment to the retiring or removed Trustee and to the Company, upon which notice Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will have Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers and duties of the Trustee under this IndentureBase Indenture and any Series Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee willshall, upon payment at the expense of all amounts due to it under this Indenturethe Issuer, promptly transfer to the successor Trustee all property held by it as Trustee and all documents and statements held by it hereunder; provided, however, that all sums owing to the retiring Trustee hereunder (and its agents and counsel) have been paid, and the Issuer and the predecessor 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 successor TrusteeTrustee all such rights, which property willpowers, duties and obligations. Notwithstanding replacement of the Trustee pursuant to this Section 11.7, the Issuer’s obligations under Sections 11.6 and 11.17 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (d) 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 acceptance of appointment by the successor Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the lien retiring Trustee. (e) No successor Trustee shall accept appointment as provided for in this Section 10.06(D)11.7 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 11.9 hereof.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company. The Holders holders of a majority in aggregate principal amount of the Notes then outstanding Convertible Notes may remove the Trustee by so notifying the Trustee and the Company in writingwriting and may appoint a successor Trustee. The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 10.097.10; (iib) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a custodian Custodian or public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Convertible Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) . If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring TrusteeTrustee (at the expense of the Company), the Company or the Holders holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Convertible Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, Trustee after written request by any holder of a Holder of Convertible Note who has been a holder for at least six (6) months, months fails to comply with Section 10.097.10, then such Holder holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice . Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holdersholders of Convertible Notes. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien provided for in Section 10.06(D)7.07. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.0711.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.0711.07. (B) The Trustee may resign at any time and be discharged from the trust created its duties and obligations hereunder at any time by this Indenture by so notifying giving no less than thirty (30) calendar days’ prior written notice of such resignation to the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying providing no less than thirty (30) calendar days’ prior written notice to the Trustee and the Company in writingCompany. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.0911.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring TrusteeTrustee (at the Company’s expense), the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.0911.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D11.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Txxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the CompanyIssuer. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company Issuer in writingwriting and may appoint a successor Trustee. The Company Issuer may remove the Trustee if: (i) the Trustee fails to comply with Section 10.097.10; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian Custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will Issuer shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) Issuer. If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, at the Company Issuer’s expense, the Issuer or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, Trustee after written request by any Holder who has been a Holder of for at least six (6) months, months fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for ; provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien Lien provided for in Section 10.06(D)7.07. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the CompanyIssuer; provided that such resignation . The Holders holders of a majority in aggregate principal amount of the Notes then outstanding Notes (treated as a single series for such purposes) may remove the Trustee by so notifying the Trustee and the Company Issuer in writing. The Company writing and may remove the appoint a successor Trustee if: (i) the Trustee fails to comply with Section 10.097.10; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Lawbankruptcy, insolvency or other similar laws; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . In addition, in any such case the Issuer or the Guarantors may by a Board Resolution thereof remove the Trustee. If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will Issuer shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) Issuer. If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company Issuer or the Holders holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes (treated as a single series for such purposes) may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, Trustee after written request by any holder of a Holder of Note who has been a holder for at least six (6) months, months fails to comply with Section 10.097.10, then such Holder holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holdersholders of Notes. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien provided for in Section 10.06(D)7.07. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article 7.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s 's acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by this Indenture by so notifying the CompanyIssuers. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company Issuers in writing. The Company Issuers may remove the Trustee if: (ia) the Trustee fails to comply with Section 10.097.10; (iib) the Trustee is adjudged to be as bankrupt or as insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a custodian or public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will Issuers shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) Issuers. If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company Issuers or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, after written request by any Holder who has been a Holder of for at least six (6) months, fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuers. Thereupon, upon which notice the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Supplemental Indenture. The successor Trustee will send shall mail a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for ; provided all sums owing to the avoidance of doubt, be Trustee hereunder have been paid and subject to the lien Lien provided for in Section 10.06(D)7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers' obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.0711.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.0711.07. (B) The Trustee may resign at any time and be discharged from the trust created its duties and obligations hereunder at any time by this Indenture by so notifying giving no less than thirty (30) calendar days’ prior written notice of such resignation to the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying providing no less than thirty (30) calendar days’ prior written notice to the Trustee and the Company in writingCompany. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.0911.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring TrusteeTrustee (at the Company’s expense), the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.0911.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D11.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office Corporate Trust Office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may may, at the Company’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingwriting with 30 days prior notice. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by this Indenture by so notifying the CompanyIssuers. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company Issuers in writing. The Company Issuers may remove the Trustee if: (ia) the Trustee fails to comply with Section 10.097.10; (iib) the Trustee is adjudged to be as bankrupt or as insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a custodian or public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will Issuers shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) Issuers. If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company Issuers or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, after written request by any Holder who has been a Holder of for at least six (6) months, fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuers. Thereupon, upon which notice the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for ; provided all sums owing to the avoidance of doubt, be Trustee hereunder have been paid and subject to the lien Lien provided for in Section 10.06(D)7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving thirty (30) days prior written notice to the Master Issuer, the Noteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and the Rating Agency for each Series of Notes Outstanding, resign at any time from its office and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of Control Party or the Notes then outstanding Master Issuer may remove the Trustee by so notifying Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the Company in writing. The Company may remove the Trustee ifappointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or fails generally to pay its propertydebts as such debts become due; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly Master Issuer shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders Majority of a majority in aggregate principal amount Noteholders of the Notes then outstanding Controlling Class (with the prior written consent of the Control Party) may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyMaster Issuer. (Dc) If a successor Trustee does is not take office appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then at the direction of the Control Party, the retiring Trustee, at the Company or the Holders of at least ten percent (10%) in aggregate principal amount expense of the Notes then outstanding Master Issuer, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by a Holder of at least six (6) months, the Servicer or any Noteholder fails to comply with Section 10.0910.8, then the Servicer or such Holder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Company, upon which notice Servicer and the Master Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Related Document to which the Trustee is a party. The successor Trustee will send shall mail a notice of its succession to Holdersthe Noteholders and each Class A-1 Administrative Agent. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Master Issuer’s obligations under Section 10.5 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (f) No successor Trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture and a Rating Agency Notification has been provided and the Control Party has provided its consent with respect to the lien provided for in Section 10.06(D)such appointment.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Txxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0711.7. (Bb) The Trustee may may, after giving sixty (60) days prior written notice to the Issuer and the Servicer, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Issuer may remove the Trustee by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the Company in writing. The Company may remove the Trustee successor trustee if: (i) the Trustee fails to comply with Section 10.0911.9; (ii) a court or Federal or state bank regulatory agency having jurisdiction in the premises in respect of the Trustee is adjudged to be bankrupt shall have entered a decree or insolvent order granting relief or an order appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for relief is entered with respect to the Trustee under or for any Bankruptcy Lawsubstantial part of the Trustee’s property, or ordering the winding-up or liquidation of the Trustee’s affairs; (iii) the Trustee consents to the appointment of or taking possession by a custodian receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or public officer takes charge of other similar official) for the Trustee or for any substantial part of the 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 Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then the Servicer (ior if Conn Appliances is not the Servicer, the Issuer) the Company will shall promptly appoint a successor Trustee; Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and (ii) at any time within one (1) year after copy to the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Companytrustee. (Dc) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. Trustee and all reasonable, documented out-of-pocket fees, costs and expenses (Eincluding external attorney’s fees and expenses) If incurred in connection with such petition shall be paid by the TrusteeIssuer. For the sake of clarity, after written request by a Holder of at least six (6) months, fails the foregoing shall apply to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment in each of a successor Trustee. (F) its capacities hereunder. A successor Trustee will shall deliver a written acceptance of its appointment to the retiring or removed Trustee and to the Company, upon which notice Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will have Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers and duties of the Trustee under this IndentureBase Indenture and any Series Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder (and its agents and counsel) have been paid and all documents and statements held by it hereunder, and the Issuer and the predecessor 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 successor Trustee all such rights, powers, duties and obligations. Notwithstanding replacement of the Trustee pursuant to this Section 11.7, the Issuer’s obligations under Sections 11.6 and 11.17 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (d) 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 acceptance of appointment by the successor Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the lien retiring Trustee. (e) No successor Trustee shall accept appointment as provided for in this Section 10.06(D)11.7 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 11.9 hereof.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by this Indenture by so notifying the CompanyIssuer. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company Issuer in writing. The Company Issuer may remove the Trustee if: (ia) the Trustee fails to comply with Section 10.097.10; (iib) the Trustee is adjudged to be as bankrupt or as insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a custodian or public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will Issuer shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) Issuer. If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company Issuer or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, after written request by any Holder who has been a Holder of for at least six (6) months, fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuer. Thereupon, upon which notice the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Supplemental Indenture. The successor Trustee will send shall mail a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for ; provided all sums owing to the avoidance of doubt, be Trustee hereunder have been paid and subject to the lien Lien provided for in Section 10.06(D)7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by this Indenture by so notifying the CompanyIssuers. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company Issuers in writing. The Company Issuers may remove the Trustee if: (ia) the Trustee fails to comply with Section 10.097.10; (iib) the Trustee is adjudged to be as bankrupt or as insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a custodian or public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will Issuers shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) Issuers. If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company Issuers or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, after written request by any Holder who has been a Holder of for at least six (6) months, fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuers. Thereupon, upon which notice the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall transmit a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for ; provided all sums owing to the avoidance of doubt, be Trustee hereunder have been paid and subject to the lien Lien provided for in Section 10.06(D)7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.0711.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.0711.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.0911.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor TrusteeTrustee complying with Section 11.09; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee complying with Section 11.09 to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) monthsmonths (or such lesser period since the Issue Date), fails to comply with Section 10.0911.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D11.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Company. (E) If the Trustee, after written request by a Holder who has been a bona fide Holder of Notes for at least six (6) monthsmonths (and who provides evidence satisfactory to the Trustee of such holding), fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created its duties and obligations hereunder at any time by this Indenture by so notifying giving no less than thirty (30) calendar days’ prior written notice of such resignation to the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying providing no less than thirty (30) calendar days’ prior written notice to the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may may, at the Company’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingwriting with thirty (30) days prior notice. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the then-outstanding Notes then outstanding may remove the Trustee upon 30 days’ prior notice by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 10.097.10; (iib) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a custodian or public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then-outstanding Notes then outstanding may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) . If a successor Trustee does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring TrusteeTrustee (at the Company’s expense), the Company or the Holders of at least ten percent (10%) % in aggregate principal amount of the then-outstanding Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, after written request by any Holder who has been a Holder of for at least six (6) months, fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, upon which notice the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will shall send a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for ; provided all sums owing to the avoidance of doubt, be Trustee hereunder have been paid and subject to the lien Lien provided for in Section 10.06(D)7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s 's acceptance of appointment as provided in this Section 10.07. (B) 7.8. The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company. The Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writingwriting and may appoint a successor Trustee . The Company may remove the Trustee with if: (i1) the Trustee fails to comply with Section 10.097.10; (ii2) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a custodian Custodian or public officer takes charge of the Trustee or its property; or (iv4) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) . If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, Trustee after written request by any holder of a Holder of Note who has been a holder for at least six (6) months, months fails to comply with Section 10.097.10, then such Holder holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice . Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holdersholders of Notes. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien provided for in Section 10.06(D)7.7. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement. In case of the appointment hereunder of a successor Trustee, the Company, the retiring Trustee and each successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which shall: (i) contain such provisions as shall be necessary of desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee; and (ii) add to or change any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the administration of the trusts hereunder by two Trustees; provided, however, that nothing contained herein or in such supplemental Indenture shall constitute such Trustee to be co-trustees of the same trust and that each such Trustee shall be trustee of a trust hereunder separate and apart from any trust hereunder administered by the other such Trustee. Upon the execution and deliver of such supplemental Indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, Trustee will become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving not less than thirty (30) days’ prior written notice to the Issuer, the Noteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, the Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust created by this Indenture by so notifying hereby created; provided that no such resignation of the CompanyTrustee will be effective until a successor Trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of Control Party or the Notes then outstanding Issuer may remove the Trustee by so notifying Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the Company in writing. The Company may remove the Trustee ifappointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged becomes subject to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee Proceedings under any Bankruptcy Insolvency Law; (iii) a custodian or public officer takes charge of the Trustee or fails generally to pay its propertydebts as such debts become due; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly Issuer shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders Majority of a majority in aggregate principal amount Controlling Class Members (with the prior written consent of the Notes then outstanding Control Party) may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyIssuer. (Dc) If a successor Trustee does is not take office appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then at the direction of the Control Party, the retiring Trustee, at the Company or the Holders of at least ten percent (10%) in aggregate principal amount expense of the Notes then outstanding Issuer, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by a Holder the Issuer or by the Control Party at the direction of at least six (6) months, the Controlling Class Representative fails to comply with Section 10.0910.8(b), then such Holder the Issuer, the Control Party, the Servicer (if not the Control Party) or any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice Servicer and the Issuer. Thereupon the resignation or removal of the retiring Trustee will become effective effective, and the successor Trustee will have all of the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Transaction Document to which the Trustee is a party. The successor Trustee will send shall mail a notice of its succession to Holdersthe Noteholders and the Class A-1 Administrative Agent. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property willso long as all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Issuer’s obligations under Section 10.5 will continue for the avoidance benefit of doubtthe retiring Trustee. (f) No successor Trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture, be subject a Rating Agency Notification has been provided and the Control Party has provided its consent with respect to the lien provided for in Section 10.06(D)such appointment.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingwriting at least 30 days prior to the requested date of removal. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee, at the sole cost and expense of the Company. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien claim provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving forty-five (45) days prior written notice to ZVF, each Indenture Noteholder and each Rating Agency, if any, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee satisfying the requirements of Section 10.8(a) has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Indenture Investors may remove the Trustee with respect to the trust hereby created at any time by so notifying the Trustee and ZVF. So long as no Amortization Event has occurred and is continuing with respect to any Outstanding Series of Indenture Notes, ZVF may remove the Company in writingTrustee at any time; provided, however, that such removal shall not be effective until a successor trustee satisfying the requirements of Section 10.8(a) has assumed the obligations of the Trustee hereunder. The Company may ZVF shall remove the Trustee if: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will ZVF shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Indenture Investors may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyZVF. (Dc) If a successor Trustee does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring Trustee, at the Company expense of ZVF, ZVF or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding any Indenture Noteholder may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by a Holder of at least six (6) months, any Indenture Noteholder fails to comply with Section 10.0910.8, then such Holder Indenture Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Company, upon which notice ZVF. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this IndentureBase Indenture and any Series Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersIndenture Noteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, ZVF’s obligations under Section 10.5 shall continue for the avoidance benefit of doubt, be subject to the lien provided for in Section 10.06(D)retiring Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Required Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Required Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Company. (E) If the Trustee, after written request by a Holder who has been a bona fide Holder of Notes for at least six (6) monthsmonths (and who provides evidence satisfactory to the Trustee of such holding), fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, Trustee will become effective only upon such the successor TrusteeXxxxxxx’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving thirty (30) days’ prior written notice to the Co-Issuers, the Noteholders, the Servicer, the Managers, the Back-Up Manager, the Controlling Class Representative, the Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust created by this Indenture by so notifying hereby created; provided that no such resignation of the CompanyTrustee will be effective until a successor Trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of Control Party or the Notes then outstanding Co-Issuers may remove the Trustee by so notifying Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the Company in writing. The Company may remove the Trustee ifappointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or fails generally to pay its propertydebts as such debts become due; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly Co-Issuers shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders Majority of a majority in aggregate principal amount Controlling Class Members (with the prior written consent of the Notes then outstanding Control Party) may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyCo-Issuers. (Dc) If a successor Trustee does is not take office appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then at the direction of the Control Party, the retiring Trustee, at the Company or the Holders of at least ten percent (10%) in aggregate principal amount expense of the Notes then outstanding Co-Issuers, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by a Holder of at least six (6) months, the Servicer or any Noteholder fails to comply with Section 10.0910.8, then the Servicer or such Holder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice Servicer and the Co-Issuers. Thereupon the resignation or removal of the retiring Trustee will become effective effective, and the successor Trustee will have all of the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Transaction Document to which the Trustee is a party. The successor Trustee will send shall mail a notice of its succession to Holdersthe Noteholders and the Class A-1 Administrative Agent. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property willso long as all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Co-Issuer’s obligations under Section 10.5 will continue for the avoidance benefit of doubtthe retiring Trustee. (f) No successor Trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture, be subject a Rating Agency Notification has been provided and the Control Party has provided its consent with respect to the lien provided for in Section 10.06(D)such appointment.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving forty-five (45) days prior written notice to HVF, each Noteholder and each Rating Agency, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Investors may remove the Trustee at any time by so notifying the Trustee and HVF. So long as no Amortization Event has occurred and is continuing with respect to any Series of Outstanding Notes, HVF may remove the Company in writingTrustee at any time. The Company may HVF shall remove the Trustee if: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will HVF shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Investors may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyHVF. (Dc) If a successor Trustee does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring Trustee, at the Company expense of HVF, HVF or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding any Noteholder may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by a Holder of at least six (6) months, any Noteholder fails to comply with Section 10.0910.8, then such Holder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Company, upon which notice HVF. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this IndentureIndenture and any Series Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, HVF’s obligations under Section 10.5 shall continue for the avoidance benefit of doubt, be subject to the lien provided for in Section 10.06(D)retiring Trustee.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0711.7. (Bb) The Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer, the Noteholders and the Servicer, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount Issuer may, with the prior written consent of the Notes then outstanding may Required Noteholders, remove the Trustee by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the Company in writing. The Company may remove the Trustee successor trustee if: (i) the Trustee fails to comply with Section 10.0911.9; (ii) a court or federal or state bank regulatory agency having jurisdiction in the premises in respect of the Trustee is adjudged to be bankrupt shall have entered a decree or insolvent order granting relief or an order appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for relief is entered with respect to the Trustee under or for any Bankruptcy Lawsubstantial part of the Trustee’s property, or ordering the winding-up or liquidation of the Trustee’s affairs; (iii) the Trustee consents to the appointment of or taking possession by a custodian receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or public officer other similar official) for the Trustee or for any substantial part of the Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes charge any corporate action in furtherance of any of the foregoing; (iv) the Trustee fails in any material respect to duly observe or perform any covenants, obligations or agreements of the Trustee set forth in this Indenture or its propertyany other Transaction Document, which failure, solely to the extent capable of cure, continues unremedied for a period of ten (10) Business Days after the earlier of discovery by the Trustee or the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Trustee; or (ivv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will Issuer shall promptly appoint a successor Trustee; , acceptable to the Required Noteholders by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and (ii) at any time within one (1) year after copy to the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Companytrustee. (Dc) If a successor Trustee does not take office within sixty thirty (6030) days after the retiring Trustee resigns provides written notice of its resignation or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) trustee. A successor Trustee will shall deliver a written acceptance of its appointment to the retiring or removed Trustee and to the Company, upon which notice Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will have Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers and duties of the Trustee under this IndentureBase Indenture and any Series Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee willshall, upon payment at the expense of all amounts due to it under this Indenturethe Issuer, promptly transfer to the successor Trustee all property held by it as Trustee and all documents and statements held by it hereunder; provided, however, that all sums owing to the retiring Trustee hereunder (and its agents and counsel) have been paid, and the Issuer and the predecessor 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 successor TrusteeTrustee all such rights, which property willpowers, duties and obligations. Notwithstanding replacement of the Trustee pursuant to this Section 11.7, the Issuer’s obligations under Sections 11.6 and 11.17 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (d) 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 acceptance of appointment by the successor Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the lien retiring Trustee. (e) No successor Trustee shall accept appointment as provided for in this Section 10.06(D)11.7 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 11.9 hereof.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) monthsmonths (or, such lesser period since the Issue Date), fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company in writing not less than 30 days prior to the effective date of such resignation (unless such period is waived by the Company). The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writingwriting not less than 30 days prior to the effective date of such removal. The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 10.097.10; (iib) the Trustee is adjudged to be as bankrupt or as insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a custodian or public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) . If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, after written request by any Holder who has been a Holder of for at least six (6) months, fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, upon which notice the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall deliver a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for ; provided all sums owing to the avoidance of doubt, be Trustee hereunder have been paid and subject to the lien Lien provided for in Section 10.06(D)7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0712.7. (Bb) The Trustee may may, after giving sixty (60) days prior written notice to the Issuer, each Notice Person and the Servicer, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Issuer may remove the Trustee by so notifying the Trustee Trustee, each Notice Person and the Company in writingServicer. The Company Issuer or any Required Person may remove the 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 if: (i) the Trustee fails to comply with Section 10.0912.9; (ii) a court or Federal or state bank regulatory agency having jurisdiction in the premises in respect of the Trustee is adjudged to be bankrupt shall have entered a decree or insolvent order granting relief or an order appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for relief is entered with respect to the Trustee under or for any Bankruptcy Lawsubstantial part of the Trustee’s property, or ordering the winding-up or liquidation of the Trustee’s affairs; (iii) the Trustee consents to the appointment of or taking possession by a custodian receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or public officer takes charge of other similar official) for the Trustee or for any substantial part of the 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 Trustee fails to perform its duties hereunder or becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then the Servicer shall, with the consent of the Required Noteholders, or the Required Noteholders may (iif the Servicer fails to designate a successor Trustee acceptable to the Required Noteholders) the Company will promptly appoint a successor Trustee; Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and (ii) at any time within one (1) year after copy to the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Companytrustee. (Dc) If a successor Trustee does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) trustee. A successor Trustee will shall deliver a written acceptance of its appointment to the retiring or removed Trustee and to the Company, upon which notice Issuer and each Notice Person. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will have Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers and duties of the Trustee under this IndentureIndenture and any Series Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder (and its agents and counsel) have been paid and all documents and statements held by it hereunder, and the Issuer and the predecessor 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 successor trustee all such rights, powers, duties and obligations. Notwithstanding replacement of the Trustee pursuant to this Section 12.7, the Trust’s obligations under Sections 12.6 and 12.17 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 12.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to this Section 12.7 and payment of all fees and expenses owed to the lien provided for in Section 10.06(Dretiring Trustee (except to the extent of amounts owed by the Trustee hereunder). (e) No successor trustee shall accept appointment as provided in this Section 12.7 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 12.9 hereof.

Replacement of the Trustee. (Aa) Notwithstanding anything The Trustee shall continue to serve until its successor accepts the contrary in this Section 10.07, a resignation or removal Trust and receives delivery of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) Trust assets. The Trustee may resign at any time and be discharged from its duties hereunder after providing not less than ninety (90) days’ notice in writing to Ameritrust and the trust created Executive Participants. Prior to the date on which the Trust becomes irrevocable, the Trustee may be removed at any time upon notice in writing by this Indenture by so notifying Ameritrust. On or after such date, such removal shall also require the Company. The Holders agreement of a majority in aggregate principal amount two thirds of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingExecutive Participants. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect Prior to the Trustee under any Bankruptcy Law; (iii) date on which the Trust becomes irrevocable, a custodian replacement or public officer takes charge successor trustee shall be appointed by Ameritrust. On or after such date, such appointment shall also require the agreement of two thirds of the Trustee Executive Participants. No such removal or its property; or (iv) resignation shall be effective until the Trustee becomes incapable acceptance of acting. (C) the Trust by a successor trustee designated in accordance with this Section 10. If the Trustee resigns or is removedshould resign, or and within forty-five (45) days of the notice of such resignation Ameritrust and, if required, two thirds of the Executive Participants, shall not have notified the Trustee of an agreement as to a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes officereplacement trustee, the Holders of Trustee shall apply to a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee, which shall be such bank or trust company (EA) If that the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction in its discretion considers an appropriate trustee for the removal Trust, having due regard for the objectives, magnitude and expected duration of the Trustee and Trust; (B) (x) whose trust assets under investment would place it among the appointment 100 largest trust companies in the United States, or (y) which is a national banking association or established under the laws of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal one of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties states of the Trustee under this Indenture. The successor Trustee will send notice United States, and which has equity in excess of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be $100 million; and (C) that is independent and not subject to the lien control of either Ameritrust or the Executives. The court in its discretion may transfer jurisdiction of the Trust to the jurisdiction in which the successor trustee has its principal place of business. The preceding determinations shall be made as of the time of appointment of the successor trustee. Upon the acceptance of the trust by a successor trustee, the Trustee shall release all of the moneys and other property in the Trust to its successor, who shall thereafter for all purposes of this Agreement be considered to be the “Trustee.” In the event of its removal or resignation, the Trustee shall duly file with Ameritrust and, after the Trust becomes irrevocable, the Executives, a written statement or statements of accounts and proceedings as provided for in Section 10.06(D)7(a) hereof for the period since the last previous annual accounting of the Trust, and if written objection to such account is not filed as provided in Section 7(a) hereof, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingwriting with thirty (30) days prior notice. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.0711.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.0711.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.0911.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then by written instrument, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.0911.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D11.06(D). (G) Notwithstanding replacement of the Trustee pursuant to this Section 11.07, the Company’s obligations under Section 11.06 shall continue for the benefit of the retiring Trustee. (H) The Company shall execute such written instruments as are reasonably request in writing by any successor Trustee to confirm such successor Trustee’s rights and powers under this Indenture.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s 's acceptance of appointment as provided in this Section 10.0710.6 and the satisfaction of the Rating Agency Consent Condition and the CP Rating Agency Condition. (Bb) The Trustee may may, after giving sixty (60) days prior written notice to AFC-II, each Noteholder and each Rating Agency, resign at any time and be discharged from the trust hereby created by this Indenture by so notifying AFC-II and ARAC; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Investors may remove the Trustee by so notifying the Trustee Trustee, ARAC, AFC-II and the Company in writingeach Rating Agency. The Company AFC-II may remove the Trustee upon notice to each Rating Agency if: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . 104 If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will AFC-II shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Investors may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyAFC-II. (Dc) If a successor Trustee Xxxxxxx does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company AFC-II or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding any Secured Party may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by any Noteholder who has been a Holder of Noteholder for at least six (6) months, months fails to comply with Section 10.0910.8, then such Holder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee Trustee, ARAC and to the Company, upon which notice AFC-II. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this IndentureIndenture and any Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, AFC-II's obligations under Section 10.5 hereof shall continue for the avoidance benefit of doubt, be subject to the lien provided for in Section 10.06(D)retiring Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created its duties and obligations hereunder at any time by this Indenture by so notifying giving no less than thirty (30) calendar days’ prior written notice of such resignation to the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying providing no less than thirty (30) calendar days’ prior written notice to the Trustee and the Company in writingCompany. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring TrusteeTrustee (at the Company’s expense), the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0711.7. (Bb) The Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer and the Servicer, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Issuer may remove the Trustee by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the Company in writing. The Company may remove the Trustee successor trustee if: (i) the Trustee fails to comply with Section 10.0911.9; (ii) a court or federal or state bank regulatory agency having jurisdiction in the premises in respect of the Trustee is adjudged to be bankrupt shall have entered a decree or insolvent order granting relief or an order appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for relief is entered with respect to the Trustee under or for any Bankruptcy Lawsubstantial part of the Trustee’s property, or ordering the winding-up or liquidation of the Trustee’s affairs; (iii) the Trustee consents to the appointment of or taking possession by a custodian receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or public officer takes charge of other similar official) for the Trustee or for any substantial part of the 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 Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will Issuer shall promptly appoint a successor Trustee; Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and (ii) at any time within one (1) year after copy to the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Companytrustee. (Dc) If a successor Trustee does not take office within sixty thirty (6030) days after the retiring Trustee resigns provides written notice of its resignation or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) trustee. A successor Trustee will shall deliver a written acceptance of its appointment to the retiring or removed Trustee and to the Company, upon which notice Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will have Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers and duties of the Trustee under this IndentureBase Indenture and any Series Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders and Certificateholders. The retiring Trustee willshall, upon payment at the expense of all amounts due to it under this Indenturethe Issuer, promptly transfer to the successor Trustee all property held by it as Trustee and all documents and statements held by it hereunder; provided, however, that all sums owing to the retiring Trustee hereunder (and its agents and counsel) have been paid, and the Issuer and the predecessor 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 successor TrusteeTrustee all such rights, which property willpowers, duties and obligations. Notwithstanding replacement of the Trustee pursuant to this Section 11.7, the Issuer’s obligations under Sections 11.6 and 11.17 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (d) 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 acceptance of appointment by the successor Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the lien retiring Trustee. (e) No successor Trustee shall accept appointment as provided for in this Section 10.06(D)11.7 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 11.9 hereof.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The 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 this Indenture by so notifying the CompanyIssuer and the Servicer; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Investors may remove the Trustee by so notifying the Trustee Trustee, the Servicer, the Rating Agencies and the Company in writingIssuer. The Company Issuer may remove the Trustee if: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will Issuer shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Investors may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyIssuer. (Dc) If a successor Trustee does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company Issuer or any Secured Party may petition at the Holders of at least ten percent (10%) in aggregate principal amount expense of the Notes then outstanding may petition Issuer any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by any Noteholder who has been a Holder of Noteholder for at least six (6) months, months fails to comply with Section 10.0910.8, then such Holder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring or removed Trustee and to the Company, upon which notice Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this IndentureIndenture and any Series Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder (and its agents and counsel) have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Issuer’s obligations under Section 10.5 hereof shall continue for the avoidance benefit of doubt, be subject to the lien provided for in Section 10.06(D)retiring Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this the Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this the Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this the Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.077.08. (Bb) The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingwriting and may appoint a successor Trustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.097.10; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian Custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (Cc) If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (Dd) If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, at the Company’s expense, the Company or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ee) If the Trustee, Trustee after written request by any Holder who has been a Holder of for at least six (6) months, months fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Ff) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, upon which notice the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien provided for in Section 10.06(D).7.07. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Majority Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with the provisions of Section 310(b) of the Trust Indenture Act with respect to any series of Notes after written request therefor by the Company or by any Holder who has been a bona fide holder of a Note or Notes of such series for at least six (6) months; (ii) the Trustee fails to comply with Section 10.09; (iiiii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiiiv) a custodian or public officer takes charge of the Trustee or its property; or (ivv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Majority Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring TrusteeTrustee (at the expense of the Company), the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D). (G) For as long as any Priority Lien Secured Obligations remain outstanding, the successor Trustee shall concurrently with its appointment as the successor Trustee accede as a party to the Intercreditor Agreement.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s 's acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company. The Holders holders of a majority in aggregate principal amount of the Notes then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writingwriting and may appoint a successor Trustee. The Company may remove the Trustee if: (i1) the Trustee fails to comply with Section 10.097.10; (ii2) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a custodian Custodian or public officer takes charge of the Trustee or its property; or (iv4) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) . If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, Trustee after written request by any holder of a Holder of Note who has been a holder for at least six (6) months, months fails to comply with Section 10.097.10, then such Holder holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice . Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holdersholders of Notes. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien provided for in Section 10.06(D)7.07. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (Ba) The Trustee may may, after giving forty-five (45) days prior written notice to HVIF, each HVIF Noteholder, each Controlling Party and each Rating Agency, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite HVIF Investors, acting together, may remove the Trustee by so notifying with respect to the trust hereby created at any time, upon thirty (30) days’ written notice to the Trustee and HVIF. So long as no Amortization Event has occurred and is continuing with respect to any Series of HVIF Notes Outstanding, HVIF may remove the Company in writingTrustee at any time. The Company may HVIF shall remove the Trustee if: (i) the Trustee fails to comply with Section 10.0910.8 of this Base Indenture; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (Cb) If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will HVIF shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite HVIF Investors, acting together, may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyHVIF. (Dc) If a successor Trustee does not take office within sixty forty-five (6045) days after the retiring Trustee resigns gives notice of its intent to resign or is removed, then the retiring TrusteeTrustee or any HVIF Noteholder, at the Company or the Holders expense of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding HVIF, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, after written request by a Holder any HVIF Noteholder to comply with Section 10.8 of at least six (6) monthsthis Base Indenture, fails to comply with Section 10.0910.8 of this Base Indenture, then such Holder HVIF Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Company, upon which notice HVIF. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this IndentureBase Indenture and any HVIF Series Supplement. The successor Trustee will send shall deliver a notice of its succession to Holdersthe HVIF Noteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, HVIF’s obligations under Section 10.5 of this Base Indenture shall continue for the avoidance benefit of doubt, be subject to the lien retiring Trustee. (f) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor trustee’s acceptance of appointment as provided for in Section 10.06(D)10.6(e) of this Base Indenture and the assumption of obligations of the Trustee hereunder by such successor trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s 's acceptance of appointment as provided in this Section 10.07. (B) 7.8. The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding Convertible Secured Notes may remove the Trustee by so notifying the Trustee and the Company in writingwriting and may appoint a successor Trustee. The Company may remove the Trustee if: (i1) the Trustee fails to comply with Section 10.097.10; (ii2) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a custodian Custodian or public officer takes charge of the Trustee or its property; or (iv4) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Convertible Secured Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) . If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Convertible Secured Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, Trustee after written request by any Holder who has been a Holder of for at least six (6) months, months fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice . Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien provided for in Section 10.06(D)7.7. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office Corporate Trust Office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty ninety (6090) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may may, at the Company’s expense petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding Debentures may remove the Trustee by so notifying the Trustee and the Company in writingwriting and may appoint a successor Trustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.097.10; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian Custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Debentures may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) . If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, at the Company’s expense, the Company or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, Trustee after written request by any Holder who has been a Holder of for at least six (6) months, months fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice . Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to HoldersHolders of Debentures. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for ; provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien provided for in Section 10.06(D)7.07. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph.

Replacement of the Trustee. So long as no Series of Notes is Outstanding: (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0712.5. (Bb) The Trustee may may, after giving forty-five (45) days prior written notice to HVF, the Series 2013-G1 Noteholder and each Rating Agency, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding HVF II Requisite Group I Investors may remove the Trustee with respect to the trust hereby created at any time by so notifying the Trustee and HVF. So long as no Series 2013-G1 Amortization Event has occurred and is continuing with respect to the Company in writingSeries 2013-G1 Note, HVF may remove the Trustee at any time. The Company may HVF shall remove the Trustee if: (i) the Trustee fails to comply with Section 10.0910.8(a) of the Base Indenture; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will HVF shall promptly appoint a successor Trustee; and (ii) at any time within trustee. Within one (1) year after the successor Trustee trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding HVF II Requisite Group I Investors may appoint a successor Trustee trustee to replace such the successor Trustee trustee appointed by the CompanyHVF. (Dc) If a successor Trustee trustee does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring Trustee, at the Company expense of HVF, HVF or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding HVF II Requisite Group I Investors may petition any court of competent jurisdiction for the appointment of a successor Trusteetrustee. (Ed) If the Trustee, Trustee after written request by a Holder of at least six (6) months, the HVF II Requisite Group I Investors fails to comply with Section 10.0910.8(b) of the Base Indenture, then such Holder the HVF II Requisite Group I Investors may (i) petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trusteetrustee or (ii) remove the Trustee pursuant to Section 12.5(b), provided that, a successor trustee has been appointed and accepted such appointment prior to the effective date of such removal. (Fe) A successor Trustee will trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Company, upon which notice HVF. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will trustee shall have all the rights, powers and duties of the Trustee under this IndentureSeries Supplement. The successor Trustee will send trustee shall mail a notice of its succession to Holdersthe Series 2013-G1 Noteholder. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trusteetrustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 12.5, HVF’s obligations under Section 12.4 shall continue for the avoidance benefit of doubt, be subject to the lien provided for in Section 10.06(D)retiring Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingwriting with 30 days prior notice. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving not less than thirty (30) days’ prior written notice to the Co-Issuers, the Noteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount Control Party (at the direction of the Notes then outstanding Controlling Class Representative) or the Co-Issuers may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails delivering written notice of such removal to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder or any Noteholder may, on behalf of at least six (6) monthsitself and all others similarly situated, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) the Trustee fails generally to pay its debts as such debts become due; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Co-Issuers shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee. Within one year after the successor Trustee takes office, the Majority of Controlling Class Members (with the prior written consent of the Control Party) may appoint a successor Trustee to replace the successor Trustee appointed by the Co-Issuers. (Fc) If a successor Trustee is not appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee resigns or is removed, at the direction of the Control Party, the retiring Trustee, at the expense of the Co-Issuers, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) [Reserved]. (e) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Company, upon which notice Servicer and the Co-Issuers. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Transaction Document to which the Trustee is a party. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders and each Class A-1 Administrative Agent. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6 the Co-Issuers’ obligations under Section 10.5 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (f) No successor Trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture and a Rating Agency Notification has been provided and the Control Party has provided its consent with respect to the lien provided for in Section 10.06(D)such appointment.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s 's acceptance of appointment as provided in this Section 10.07Section. (Bb) The Trustee may may, after giving forty-five (45) days prior written notice to Thrifty Finance, the Servicer and to each Noteholder, resign at any time and be discharged from the trust hereby created by this Indenture by so notifying Thrifty Finance and the CompanyServicer; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Required Beneficiaries may remove the Trustee by so notifying the Trustee Trustee, the Servicer and Thrifty Finance. Thrifty Finance or the Company in writing. The Company Servicer may remove the Trustee if: (i) the Trustee fails to comply with Section 10.099.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee Trustee, as debtor, under any Bankruptcy Insolvency Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) Thrifty Finance or the Company will Servicer shall promptly appoint a an alternate successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Required Beneficiaries may appoint a an alternative successor Trustee to replace such the successor Trustee appointed by the CompanyThrifty Finance. (Dc) If a successor Trustee does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company Servicer, Thrifty Finance or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding any Noteholder may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, after written request by any Noteholder who has been a Holder of Noteholder for at least six (6) months, fails to comply with Section 10.099.8, then such Holder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee Trustee, the Servicer and to the Company, upon which notice Thrifty Finance. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this IndentureIndenture and any Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 9.6 or the termination of this Indenture, the Servicer's obligations under Section 9.5 hereof shall continue for the avoidance benefit of doubt, be subject to the lien provided for in Section 10.06(D)retiring Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the CompanyCompany in writing at least thirty (30) calendar days prior to such resignation. The Holders of a majority more than fifty percent (50%) in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingwriting at least thirty (30) calendar days prior to such resignation. The Company may remove the Trustee by providing at least thirty (30) calendar days prior written notice to the Trustee (if practicable) if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority more than fifty percent (50%) in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) A. Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) B. The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingwriting with thirty (30) days prior notice. The Company may remove the Trustee if: (i) i. the Trustee fails to comply with Section 10.09; (ii) . the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) . a custodian or public officer takes charge of the Trustee or its property; or (iv) . the Trustee becomes incapable of acting. (C) C. If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) D. If a successor Trustee does not take office within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) E. If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) F. A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.0711.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.0711.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.0911.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then by written instrument, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.0911.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D11.06(D). (G) Notwithstanding replacement of the Trustee pursuant to this Section 11.07, the Company’s obligations under Section 11.06 shall continue for the benefit of the retiring Trustee. (H) The Company shall execute such written instruments as are reasonably request in writing by any successor Trustee to confirm such successor Trustee’s rights and powers under this Indenture.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee upon thirty (30) days' notice by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the sole cost and expense of the Company. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring or removed Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring or removed Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be Trustee subject to the lien provided for in Section 10.06(D). Notwithstanding replacement of the Trustee pursuant to this Section 10.07, the Company’s obligations under Section 10.06 will continue for the benefit of the retiring or removed Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 10.097.10; (iib) the Trustee is adjudged to be as bankrupt or as insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a custodian or public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) . If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, after written request by any Holder who has been a Holder of for at least six (6) months, fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, upon which notice the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for ; provided all sums owing to the avoidance of doubt, be Trustee hereunder have been paid and subject to the lien Lien provided for in Section 10.06(D)7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving not less than thirty (30) days’ prior written notice to the Issuer, the Noteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount Control Party (at the direction of the Notes then outstanding Controlling Class Representative) or the Issuer may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails delivering written notice of such removal to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder or any Noteholder may, on behalf of at least six (6) monthsitself and all others similarly situated, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) the Trustee fails generally to pay its debts as such debts become due; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuer shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee. Within one year after the successor Trustee takes office, the Majority of Controlling Class Members (with the prior written consent of the Control Party) may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. (Fc) A If a successor Trustee will deliver is not appointed and an instrument of acceptance by a written acceptance of its appointment successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee and to resigns or is removed, at the Company, upon which notice the resignation or removal direction of the Control Party, the retiring Trustee will become effective and Trustee, at the successor Trustee will have all the rights, powers and duties expense of the Trustee under this Indenture. The successor Trustee will send notice Issuer, may petition any court of its succession to Holders. The retiring Trustee will, upon payment competent jurisdiction for the appointment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the a successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving thirty (30) days prior written notice to the Master Issuer, the Noteholders, the Control Party, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency for each Series of Notes Outstanding, resign at any time from its office and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount Control Party (acting at the direction of the Notes then outstanding Controlling Class Representative) or the Master Issuer may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removedTrustee, or if a vacancy exists in the office any Noteholder may, on behalf of Trustee for any reasonitself and all others similarly situated, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged as bankrupt or Insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) the Trustee fails generally to pay its debts as such debts become due; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Master Issuer shall promptly, with the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative, or, if there is no Controlling Class Representative at such time, a Majority of Controlling Class Members), appoint a successor Trustee. Within one (1) year after the successor Trustee takes office, the Majority of Controlling Class Members (with the prior written consent of the Control Party) may appoint a successor Trustee to replace the successor Trustee appointed by the Master Issuer. (Fc) If a successor Trustee is not appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee resigns or is removed, at the direction of the Control Party (acting at the direction of the Controlling Class Representative or, if there is no Controlling Class Representative at such time, a Majority of Controlling Class Members), the retiring Trustee, at the expense of the Master Issuer, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) [Reserved]. (e) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the CompanyControl Party, upon which notice the Back-Up Manager and the Master Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Related Document to which the Trustee is a party. The successor Trustee will send shall mail a notice of its succession to Holdersthe Noteholders and each Class A-1 Administrative Agent. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Master Issuer’s obligations under Section 10.5 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (f) No successor Trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture and a Rating Agency Notification has been provided and the Control Party has provided its consent with respect to the lien provided for in Section 10.06(D)such appointment.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time upon thirty (30) days’ written notice and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee upon thirty (30) days’ notice by so notifying the Trustee and the Company in writing. The Company may remove the Trustee upon thirty (30) days’ notice if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s 's acceptance of appointment as provided in this Section 10.077.08. (Bb) The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingwriting and may appoint a successor Trustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.097.10; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian Custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (Cc) If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (Dd) If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, at the Company's expense, the Company or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ee) If the Trustee, Trustee after written request by any Holder who has been a Holder of for at least six (6) months, months fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Ff) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, upon which notice the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien provided for in Section 10.06(D)7.07. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement. (g) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.0711.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.0711.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.0911.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;; ​ ​ ​ (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.0911.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D11.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving thirty (30) days prior written notice to the Master Issuer, the Noteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency for each Series of Notes Outstanding, resign at any time from its office and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of Control Party or the Notes then outstanding Master Issuer may remove the Trustee by so notifying Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the Company in writing. The Company may remove the Trustee ifappointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or fails generally to pay its propertydebts as such debts become due; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly Master Issuer shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders Majority of a majority in aggregate principal amount Noteholders of the Notes then outstanding Controlling Class (with the prior written consent of the Control Party) may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyMaster Issuer. (Dc) If a successor Trustee does is not take office appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then at the direction of the Control Party, the retiring Trustee, at the Company or the Holders of at least ten percent (10%) in aggregate principal amount expense of the Notes then outstanding Master Issuer, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by a Holder of at least six (6) months, the Servicer or any Noteholder fails to comply with Section 10.0910.8, then the Servicer or such Holder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Company, upon which notice Servicer and the Master Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Related Document to which the Trustee is a party. The successor Trustee will send shall mail a notice of its succession to Holdersthe Noteholders and each Class A-1 Administrative Agent. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Master Issuer’s obligations under Section 10.5 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (f) No successor Trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture and a Rating Agency Notification has been provided and the Control Party has provided its consent with respect to the lien provided for in Section 10.06(D)such appointment.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).. FullDPWPathandDateText US-DOCS\113092644.12

Replacement of the Trustee. (Aa) Notwithstanding anything The Trustee may resign at any time by providing sixty (60) days’ prior written notice to the contrary Issuer. (b) The Holders of a majority in this Section 10.07, principal amount of the outstanding Notes may remove the Trustee by providing sixty (60) days’ prior written notice to the Trustee. (c) The Issuer may remove the Trustee if: (1) the Trustee (or holding company thereof) is adjudged a bankrupt or an insolvent; (2) a receiver or other public officer takes charge of the Trustee (or holding company thereof) or its property; or (3) the Trustee (or holding company thereof) becomes incapable of acting. (d) A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, Trustee will become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.077.08. (Be) The If the Trustee may resign at any time and be discharged from has been removed by the trust created by this Indenture by so notifying the Company. The Holders, Holders of a majority in aggregate principal amount of the Notes then outstanding may remove appoint a successor Trustee with the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge consent of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If Issuer. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company Issuer will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after . If the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office deliver its written acceptance within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then the retiring TrusteeTrustee may (at the expense of the Issuer) appoint a successor Trustee or the retiring Trustee (at the expense of the Issuer), the Company Issuer or the Holders of at least ten percent (10%) a majority in aggregate principal amount of the outstanding Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ef) If Upon delivery by the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver of a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuer, upon which notice (i) the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation or removal of the retiring Trustee will become effective effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee under this IndentureTrust Deed. The Upon request of any successor Trustee Trustee, the Issuer will send notice of its succession to Holders. The retiring Trustee will, upon payment of execute any and all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee instruments for fully vesting in and confirming to the successor Trustee all such rights, powers and trusts. The Issuer will give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee. (g) Notwithstanding replacement of the Trustee pursuant to this Section 7.08, which property will, the Issuer’s obligations under Section 7.07 will continue for the avoidance benefit of doubt, be subject to the lien provided for in Section 10.06(D)retiring Trustee.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving forty-five (45) days prior written notice to HVF, each Indenture Noteholder and each Rating Agency, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Indenture Investors and Requisite Investors, acting together, may remove the Trustee with respect to the trust hereby created at any time by so notifying the Trustee and HVF. So long as no Amortization Event has occurred and is continuing with respect to any Series of Outstanding Indenture Notes, HVF may remove the Company in writingTrustee at any time. The Company may HVF shall remove the Trustee if: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will HVF shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Indenture Investors and Requisite Investors, acting together, may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyHVF. (Dc) If a successor Trustee does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring Trustee, at the Company expense of HVF, HVF or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding any Indenture Noteholder may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by a Holder of at least six (6) months, any Indenture Noteholder fails to comply with Section 10.0910.8, then such Holder Indenture Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Company, upon which notice HVF. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this IndentureIndenture and any Series Supplement (unless otherwise provided in a Series Supplement relating to a Segregated Series). The successor Trustee will send shall mail a notice of its succession to HoldersIndenture Noteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, HVF’s obligations under Section 10.5 shall continue for the avoidance benefit of doubt, be subject to the lien provided for in Section 10.06(D)retiring Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s 's acceptance of appointment as provided in this Section 10.07. (B) 7.8. The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company. The Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writingwriting and may appoint a successor Trustee. The Company may remove the Trustee if: (i1) the Trustee fails to comply with Section 10.097.10; (ii2) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a custodian Custodian or public officer takes charge of the Trustee or its property; or (iv4) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) . If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring TrusteeTrustee (at the expense of the Company), the Company or the Holders holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, Trustee after written request by any holder of a Holder of Note who has been a holder for at least six (6) months, months fails to comply with Section 10.097.10, then such Holder holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice . Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will trustee shall have all the rights, powers and duties of the Trustee under this the Indenture. The successor Trustee will send shall mail a notice of its succession to Holdersholders of Notes. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien provided for in Section 10.06(D)7.7. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement. Upon request of any successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph.

Replacement of the Trustee. (A) Notwithstanding anything to A resignation or removal of the contrary Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 10.07Section. Unless Xxxxx Fargo Bank, N.A. will remain a Co-Collateral Trustee, a resignation or removal of the Trustee, Trustee in its capacity as Collateral Trustee shall become effective and the appointment successor Trustee or Co-Collateral Trustee shall have all the rights, powers and duties of a successor Trustee, will become effective the Trustee (with respect to Collateral) and/or the Collateral Trustee under this Agreement and the other Note Documents only upon such the successor Collateral Trustee’s 's or the successor Xxxxxxx's acceptance of appointment as provided in this Section 10.07. (B) Article and the completion in full of the assignment of all Security Documents, filings, recordation and all other actions necessary and appropriate to maintain the perfection of the Liens in favor of the Trustee for the benefit of the Holders. The Trustee may resign in writing at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company. The Required Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 10.097.10 hereof; (iib) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a custodian Custodian or public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Required Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) . If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company Company, or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding may Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, after written request by any Holder who has been a Holder of for at least six (6) months, fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, upon which notice the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this IndentureAgreement and the other Note Documents. The successor Trustee will send shall mail a notice of its succession to Holders. Unless Xxxxx Fargo Bank, N.A. will remain a Co-Collateral Trustee, a resignation or removal of the Trustee in its capacity as Collateral Trustee shall become effective and the successor Trustee or Co-Collateral Trustee shall have all the rights, powers and duties of the Trustee and/or the Collateral Trustee under this Agreement and the other Note Documents only upon the successor Collateral Trustee's or the successor Trustee's acceptance of appointment as provided in this Article and the completion in full of the assignment of all Security Documents, filings, recordation and all other actions necessary and appropriate to maintain the perfection of the Liens in favor of the Trustee for the benefit of the Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject ; provided all sums owing to the lien Trustee hereunder have been paid and subject 84 to the Lien provided for in Section 10.06(D)7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 hereof shall continue for the benefit of the retiring the Trustee and the Company shall pay to any such replaced or removed Trustee all amounts owed under Section 7.07 upon such replacement or removal. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation or removal, the resigning or removed Trustee, as the case may be, may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the CompanyIssuer. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company Issuer in writingwriting and may appoint a successor Trustee. The Company Issuer may remove the Trustee if: (i) the Trustee fails to comply with Section 10.097.10 hereof; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian Custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will Issuer shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) Issuer. If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, at the Company Issuer’s expense, the Issuer or the Holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, Trustee after written request by any Holder who has been a Holder of for at least six (6) months, months fails to comply with Section 10.097.10, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for ; provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien Lien provided for in Section 10.06(D)7.07. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time upon thirty (30) days’ written notice and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee upon thirty (30) days’ written notice by so notifying the Trustee and the Company in writing. The Company may remove the Trustee upon thirty (30) days’ written notice if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s 's acceptance of appointment as provided in this Section 10.07. (B) 7.08. The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders holders of a majority in aggregate principal amount of the Senior Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingCompany. The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 10.097.10 of this Indenture; (iib) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a custodian receiver or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Senior Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) . If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders holders of at least ten percent (10%) 25% in aggregate principal amount of the Notes then outstanding Senior Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) , provided such corporation or association shall be otherwise eligible and qualified under this Article. If the Trustee, Trustee after written request by any holder of a Holder of Senior Note who has been a holder for at least six (6) months, months fails to comply with Section 10.097.10 of this Indenture, then such Holder holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice . Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holdersholders of Senior Notes. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien provided for in Section 10.06(D)7.07 of this Indenture. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08 of this Indenture, the Company's obligations under Section 7.07 of this Indenture shall continue for the benefit of the retiring Trustee.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving forty-five (45) days prior written notice to HVF, each Indenture Noteholder and each Rating Agency, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Indenture Investors and Requisite Investors, acting together, may remove the Trustee with respect to the trust hereby created at any time by so notifying the Trustee and HVF. So long as no Amortization Event has occurred and is continuing with respect to any Series of Outstanding Indenture Notes, HVF may remove the Company in writingTrustee at any time. The Company may HVF shall remove the Trustee if: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will HVF shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Indenture Investors and Requisite Investors, acting together, may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyHVF. (Dc) If a successor Trustee Xxxxxxx does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring Trustee, at the Company expense of HVF, HVF or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding any Indenture Noteholder may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by a Holder of at least six (6) months, any Indenture Noteholder fails to comply with Section 10.0910.8, then such Holder Indenture Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Company, upon which notice HVF. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this IndentureIndenture and any Series Supplement (unless otherwise provided in a Series Supplement relating to a Segregated Series). The successor Trustee will send shall mail a notice of its succession to HoldersIndenture Noteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, HVF’s obligations under Section 10.5 shall continue for the avoidance benefit of doubt, be subject to the lien provided for in Section 10.06(D)retiring Trustee.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, Trustee will become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving thirty (30) days’ prior written notice to the Issuer, the Noteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, the Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust created by this Indenture by so notifying hereby created; provided that no such resignation of the CompanyTrustee will be effective until a successor Trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of Control Party or the Notes then outstanding Issuer may remove the Trustee by so notifying Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the Company in writing. The Company may remove the Trustee ifappointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or fails generally to pay its propertydebts as such debts become due; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly Issuer shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders Majority of a majority in aggregate principal amount Controlling Class Members (with the prior written consent of the Notes then outstanding Control Party) may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyIssuer. (Dc) If a successor Trustee does is not take office appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then at the direction of the Control Party, the retiring Trustee, at the Company or the Holders of at least ten percent (10%) in aggregate principal amount expense of the Notes then outstanding Issuer, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by a Holder of at least six (6) months, the Servicer or any Noteholder fails to comply with Section 10.0910.8, then the Servicer or such Holder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice Servicer and the Issuer. Thereupon the resignation or removal of the retiring Trustee will become effective effective, and the successor Trustee will have all of the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Transaction Document to which the Trustee is a party. The successor Trustee will send shall mail a notice of its succession to Holdersthe Noteholders and the Class A-1 Administrative Agent. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property willso long as all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Issuer’s obligations under Section 10.5 will continue for the avoidance benefit of doubtthe retiring Trustee. (f) No successor Trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture, be subject a Rating Agency Notification has been provided and the Control Party has provided its consent with respect to the lien provided for in Section 10.06(D)such appointment.

Replacement of the Trustee. (Aa) Notwithstanding anything The Trustee may resign at any time by providing forty five (45) days’ prior written notice to the contrary Issuer. (b) The Holders of a majority in this Section 10.07, principal amount of the outstanding Notes may remove the Trustee by providing sixty (60) days’ prior written notice to the Trustee. (c) The Issuer may remove the Trustee if: (1) the Trustee (or holding company thereof) is adjudged a bankrupt or an insolvent; (2) a receiver or other public officer takes charge of the Trustee (or holding company thereof) or its property; or (3) the Trustee (or holding company thereof) becomes incapable of acting. (d) A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, Trustee will become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.077.08. (Be) The If the Trustee may resign at any time and be discharged from has been removed by the trust created by this Indenture by so notifying the Company. The Holders, Holders of a majority in aggregate principal amount of the Notes then outstanding may remove appoint a successor Trustee with the Trustee by so notifying consent of the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged Issuer, such consent not to be bankrupt unreasonably withheld, conditioned or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If delayed. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company Issuer will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after . If the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office deliver its written acceptance within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then the retiring TrusteeTrustee may (at the expense of the Issuer), the Company Issuer or the Holders of at least ten percent (10%) a majority in aggregate principal amount of the outstanding Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ef) If Upon delivery by the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver of a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuer, upon which notice (i) the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation or removal of the retiring Trustee will become effective effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The Upon request of any successor Trustee Trustee, the Issuer will send notice of its succession to Holders. The retiring Trustee will, upon payment of execute any and all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee instruments for fully vesting in and confirming to the successor TrusteeTrustee all such rights, which property willpowers and trusts. The Issuer will give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office. (g) Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 will continue for the avoidance benefit of doubt, be subject to the lien provided for in Section 10.06(D)retiring Trustee.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving thirty (30) days prior written notice to the Master Issuer, the Noteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency for each Series of Notes Outstanding, resign at any time from its office and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of Control Party or the Notes then outstanding Master Issuer may remove the Trustee by so notifying Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the Company in writing. The Company may remove the Trustee if: appointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.09; 10.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy Law; Code; (iii) a custodian or public officer takes charge of the Trustee or fails generally to pay its propertydebts as such debts become due; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (Dc) If a successor Trustee does is not take office appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then at the direction of the Control Party, the retiring Trustee, at the Company or the Holders of at least ten percent (10%) in aggregate principal amount expense of the Notes then outstanding Master Issuer, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by a Holder of at least six (6) months, the Servicer or any Noteholder fails to comply with Section 10.0910.8, then the Servicer or such Holder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the CompanyServicer, upon which notice the Back-Up Manager, and the Master Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Related Document to which the Trustee is a party. The successor Trustee will send shall mail a notice of its succession to Holdersthe Noteholders and each Class A-1 Administrative Agent. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Master Issuer’s obligations under Section 10.5 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (f) No successor Trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture and a Rating Agency Notification has been provided and the Control Party has provided its consent with respect to the lien provided for in Section 10.06(D)such appointment.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s 's acceptance of appointment as provided in this Section 10.07. (B) 7.8. The Trustee may resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the Company. The Holders holders of a majority in aggregate principal amount of the Notes then outstanding Exchangeable Notes may remove the Trustee by so notifying the Trustee and the Company in writingwriting and may appoint a successor Trustee. The Company may remove the Trustee if: (i1) the Trustee fails to comply with Section 10.097.10; (ii2) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a custodian Custodian or public officer takes charge of the Trustee or its property; or (iv4) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Exchangeable Notes may appoint a successor Trustee to replace such the successor Trustee appointed by the Company. (D) . If a successor Trustee does not take office within sixty (60) 60 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company Company, or the Holders holders of at least ten percent (10%) % in aggregate principal amount of the Notes then outstanding Exchangeable Notes may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. (E) . If the Trustee, Trustee after written request by any holder of an Exchangeable Note who has been a Holder of holder for at least six (6) months, months fails to comply with Section 10.097.10, then such Holder holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) . A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice . Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send shall mail a notice of its succession to Holdersholders of Exchangeable Notes. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for provided that all sums owing to the avoidance of doubt, be retiring Trustee hereunder have been paid and subject to the lien provided for in Section 10.06(D)7.7. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.0711.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.0711.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.0911.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.0911.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D11.06(D).. Table of Contents

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this the Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this the Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this the Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, Trustee will become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving thirty (30) days’ prior written notice to the Co-Issuers, the Noteholders, the Servicer, the Managers, the Back-Up Manager, the Controlling Class Representative, the Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust created by this Indenture by so notifying hereby created; provided that no such resignation of the CompanyTrustee will be effective until a successor Trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of Control Party or the Notes then outstanding Co-Issuers may remove the Trustee by so notifying Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the Company in writing. The Company may remove the Trustee ifappointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or fails generally to pay its propertydebts as such debts become due; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly Co-Issuers shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders Majority of a majority in aggregate principal amount Controlling Class Members (with the prior written consent of the Notes then outstanding Control Party) may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyCo-Issuers. (Dc) If a successor Trustee does is not take office appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then at the direction of the Control Party, the retiring Trustee, at the Company or the Holders of at least ten percent (10%) in aggregate principal amount expense of the Notes then outstanding Co-Issuers, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (Ed) If the Trustee, Trustee after written request by a Holder of at least six (6) months, the Servicer or any Noteholder fails to comply with Section 10.0910.8, then the Servicer or such Holder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice Servicer and the Co-Issuers. Thereupon the resignation or removal of the retiring Trustee will become effective effective, and the successor Trustee will have all of the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Transaction Document to which the Trustee is a party. The successor Trustee will send shall mail a notice of its succession to Holdersthe Noteholders and the Class A-1 Administrative Agent. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee, which property willso long as all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Co-Issuer’s obligations under Section 10.5 will continue for the avoidance benefit of doubtthe retiring Trustee. (f) No successor Trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture, be subject a Rating Agency Notification has been provided and the Control Party has provided its consent with respect to the lien provided for in Section 10.06(D)such appointment.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writingwriting with thirty (30) days’ prior notice. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0711.7 and the satisfaction of the Rating Agency Condition. (Bb) The Trustee may may, after giving sixty (60) days’ prior written notice to the Issuers, each Noteholder and the Rating Agency, resign at any time and be discharged from the trust hereby created by this Indenture by so notifying the CompanyIssuers; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Required Noteholders may remove the Trustee by so notifying the Trustee Trustee, the Issuers and the Company in writingRating Agency. The Company may Issuers shall remove the Trustee upon notice to the Rating Agency if: (i) the Trustee fails to comply with Section 10.0911.6; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will Issuers shall promptly appoint a successor Trustee; provided, however that if an Event of Default has occurred and (ii) at is continuing, only the Required Noteholders may designate and appoint any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the CompanyTrustee. (Dc) If a successor Trustee Txxxxxx does not take office within sixty thirty (6030) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company any Issuer or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding any Secured Party may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (Fd) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee and or removed Trustee, to the Company, upon which notice Issuers. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Indenturethe 2010-1 Base Indenture and any Series Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee. Notwithstanding replacement of the Trustee pursuant to this Section 11.7, which property will, the Issuers’ obligations under Sections 11.5 and 11.11 shall continue for the avoidance benefit of doubt, be subject to the lien provided for in Section 10.06(D)retiring Trustee.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Majority Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Majority Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring TrusteeTrustee (at the expense of the Company), the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D). (G) The successor Trustee shall concurrently with its appointment as the successor Trustee accede as a party to the Intercreditor Agreement.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Required Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: : (i) the Trustee fails to comply with Section 10.09; ; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; ; (iii) a custodian or public officer takes charge of the Trustee or its property; or or - 90 - (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Required Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does Trxxxxx xoes not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D). Section 10.08.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0711.7. (Bb) The Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer, the Noteholders and the Servicer, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount Issuer may, with the prior written consent of the Notes then outstanding may Required Noteholders, remove the Trustee by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the Company in writing. The Company may remove the Trustee successor trustee if: (i) the Trustee fails to comply with Section 10.0911.9; (ii) a court or federal or state bank regulatory agency having jurisdiction in the premises in respect of the Trustee is adjudged to be bankrupt shall have entered a decree or insolvent order granting relief or an order appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for relief is entered with respect to the Trustee under or for any Bankruptcy Lawsubstantial part of the Trustee’s property, or ordering the winding-up or liquidation of the Trustee’s affairs; (iii) the Trustee consents to the appointment of or taking possession by a custodian receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or public officer other similar official) for the Trustee or for any substantial part of the Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes charge any corporate action in furtherance of any of the foregoing; (iv) the Trustee fails in any material respect to duly observe or perform any covenants, obligations or agreements of the Trustee set forth in this Indenture or its propertyany other Transaction Document, which failure, solely to the extent capable of cure, continues unremedied for a period of ten (10) Business Days after the earlier of discovery by the Trustee or the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Trustee; or (ivv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will Issuer shall promptly appoint a successor Trustee; , acceptable to the Required Noteholders 80 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and (ii) at any time within one (1) year after copy to the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Companytrustee. (Dc) If a successor Trustee does not take office within sixty thirty (6030) days after the retiring Trustee resigns provides written notice of its resignation or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) trustee. A successor Trustee will shall deliver a written acceptance of its appointment to the retiring or removed Trustee and to the Company, upon which notice Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will have Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers and duties of the Trustee under this IndentureBase Indenture and any Series Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee willshall, upon payment at the expense of all amounts due to it under this Indenturethe Issuer, promptly transfer to the successor Trustee all property held by it as Trustee and all documents and statements held by it hereunder; provided, however, that all sums owing to the retiring Trustee hereunder (and its agents and counsel) have been paid, and the Issuer and the predecessor 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 successor TrusteeTrustee all such rights, which property willpowers, duties and obligations. Notwithstanding replacement of the Trustee pursuant to this Section 11.7, the Issuer’s obligations under Sections 11.6 and 11.17 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (d) 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 acceptance of appointment by the successor Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the lien retiring Trustee. (e) No successor Trustee shall accept appointment as provided for in this Section 10.06(D)11.7 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 11.9 hereof.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor TrusteeTrustee complying with Section 10.09; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee complying with Section 10.09 to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) monthsmonths (or, such lesser period since the Issue Date), fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Required Holders of a majority in aggregate principal amount of the all Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: : (i) the Trustee fails to comply with Section 10.09; ; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; ; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Required Holders of a majority in aggregate principal amount of the all Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes of all series then outstanding outstanding, considered as one class, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D). Section 10.08.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving sixty (60) days’ prior written notice to BTF and each Noteholder, resign at any time and be discharged from the trust created by this Indenture hereby created; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Requisite Investors may remove the Trustee at any time by so notifying the CompanyTrustee, BTF and the Administrator. The Holders So long as no Amortization Event has occurred and is continuing with respect to any Series of a majority in aggregate principal amount of the Notes then outstanding Outstanding Notes, BTF may remove the Trustee by so notifying the Trustee and the Company in writingat any time. The Company may BTF shall remove the Trustee if: (i) the Trustee fails to comply with Section 10.0910.8; (ii) the Trustee is adjudged to be a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any the Bankruptcy LawCode; (iii) a custodian or public officer takes charge of the Trustee or its property; oror Table of Contents (iv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then BTF (ior, if an Amortization Event has occurred and is continuing with respect to any Series of Outstanding Notes, the Requisite Investors) the Company will shall promptly appoint a successor Trustee; and (ii) at any time within . Within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding Requisite Investors may appoint a successor Trustee to replace such the successor Trustee appointed by the CompanyBTF. (Dc) If a successor Trustee does not take office within sixty (60) 30 days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company BTF or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding any Secured Party may petition any court of competent jurisdiction for the appointment of a successor Trustee. At any time after a successor Trustee appointed by a court takes office, the Requisite Investors may appoint a successor Trustee to replace the successor Trustee appointed by the court. (Ed) If the Trustee, after written request by a Holder of at least six (6) monthsany Noteholder, fails to comply with Section 10.0910.8, then such Holder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. At any time after a successor Trustee appointed by a court takes office, the Requisite Investors may appoint a successor Trustee to replace the successor Trustee appointed by the court. (Fe) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to BTF and the Company, upon which notice Administrator. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this IndentureBase Indenture and any Series Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, BTF’s obligations under Section 10.5 shall continue for the avoidance benefit of doubt, be subject to the lien provided for in Section 10.06(D)retiring Trustee.

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0711.7. (Bb) The Trustee may may, after giving sixty (60) days’ prior written notice to the Issuer, the Noteholders and the Servicer, resign at any time and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount Issuer may, with the prior written consent of the Notes then outstanding may Required Noteholders, remove the Trustee by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the Company in writing. The Company may remove the Trustee successor trustee if: (i) the Trustee fails to comply with Section 10.0911.9; (ii) a court or federal or state bank regulatory agency having jurisdiction in the premises in respect of the Trustee is adjudged to be bankrupt shall have entered a decree or insolvent order granting relief or an order appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for relief is entered with respect to the Trustee under or for any Bankruptcy Lawsubstantial part of the Trustee’s property, or ordering the winding-up or liquidation of the Trustee’s affairs; (iii) the Trustee consents to the appointment of or taking possession by a custodian receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or public officer other similar official) for the Trustee or for any substantial part of the Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes charge any corporate action in furtherance of any of the foregoing; (iv) the Trustee fails in any material respect to duly observe or perform any covenants, obligations or agreements of the Trustee set forth in this Indenture or its propertyany other Transaction Document, which failure, solely to the extent capable of cure, continues unremedied for a period of ten (10) Business Days after the earlier of discovery by the Trustee or the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Trustee; or (ivv) the Trustee becomes incapable of acting. (C) . If the Trustee resigns or is removed, removed or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will Issuer shall promptly appoint a successor Trustee; , acceptable to the Required 84 4140-8886-1733.4 Noteholders by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and (ii) at any time within one (1) year after copy to the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Companytrustee. (Dc) If a successor Trustee does not take office within sixty thirty (6030) days after the retiring Trustee resigns provides written notice of its resignation or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) trustee. A successor Trustee will shall deliver a written acceptance of its appointment to the retiring or removed Trustee and to the Company, upon which notice Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will have Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers and duties of the Trustee under this IndentureBase Indenture and any Series Supplement. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee willshall, upon payment at the expense of all amounts due to it under this Indenturethe Issuer, promptly transfer to the successor Trustee all property held by it as Trustee and all documents and statements held by it hereunder; provided, however, that all sums owing to the retiring Trustee hereunder (and its agents and counsel) have been paid, and the Issuer and the predecessor 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 successor TrusteeTrustee all such rights, which property willpowers, duties and obligations. Notwithstanding replacement of the Trustee pursuant to this Section 11.7, the Issuer’s obligations under Sections 11.6 and 11.17 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (d) 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 acceptance of appointment by the successor Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the lien retiring Trustee. (e) No successor Trustee shall accept appointment as provided for in this Section 10.06(D)11.7 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 11.9 hereof.

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: : (i) the Trustee fails to comply with Section 10.09; ; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; ; (iii) a custodian or public officer takes charge of the Trustee or its property; or or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07. (B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee ifTrustee: (i) the Trustee fails to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee Xxxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Replacement of the Trustee. (Aa) Notwithstanding anything to the contrary in this Section 10.07, a A resignation or removal of the Trustee, Trustee and the appointment of a successor Trustee, will Trustee shall become effective only upon such the successor Trustee’s acceptance of appointment as provided in this Section 10.0710.6. (Bb) The Trustee may may, after giving not less than thirty (30) days’ prior written notice to the Issuer, the Noteholders, the Control Party, the Manager, the Back-Up Manager and the Controlling Class Representative, resign at any time from its office and be discharged from the trust created by this Indenture by so notifying hereby created; provided, however, that no such resignation of the CompanyTrustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Holders of a majority in aggregate principal amount Control Party (acting at the direction of the Notes then outstanding Controlling Class Representative) or the Issuer may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (i) the Trustee fails delivering written notice of such removal to comply with Section 10.09; (ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company. (D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. (E) If the Trustee, after written request by a Holder or any Noteholder may, on behalf of at least six (6) monthsitself and all others similarly situated, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) the Trustee fails generally to pay its debts as such debts become due; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuer shall promptly, with the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative), appoint a successor Trustee. Within one year after the successor Trustee takes office, the Majority of Controlling Class Members (with the prior written consent of the Control Party, acting at the direction of the Controlling Class Representative) may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. (Fc) If a successor Trustee is not appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee resigns or is removed, at the direction of the Control Party (acting at the direction of the Controlling Class Representative), the retiring Trustee, at the expense of the Issuer, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) [Reserved]. (e) A successor Trustee will shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Company, upon which notice Control Party and the Issuer. Thereupon the resignation or removal of the retiring Trustee will shall become effective effective, and the successor Trustee will shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Transaction Document to which the Trustee is a party. The successor Trustee will send shall mail a notice of its succession to HoldersNoteholders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, which property willhowever, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6 the Issuer’s obligations under Section 10.5 shall continue for the avoidance benefit of doubt, be subject the retiring Trustee. (f) No successor Trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture and the Control Party (acting at the direction of the Controlling Class Representative) has provided its consent with respect to the lien provided for in Section 10.06(D)such appointment.