Common use of Resignation and Removal; Appointment of Successor Clause in Contracts

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10. (c) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) the Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of any Trustee (the Trustee “Relevant Trustee”) and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10. (c) The 8.11. Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor TrusteeSecurityholders. If the instrument of acceptance by a the successor Trustee required by Section 6.10 8.11 shall not have been delivered to the Relevant Trustee within 30 days after the giving of such notice of resignation, the resigning Relevant Trustee may petition, at the expense of the IssuerTrust, any court of competent jurisdiction for the appointment of a successor Relevant Trustee. (d) The . Unless a Debenture Event of Default shall have occurred and be continuing, any Trustee may be removed at any time by Act of the Common Securityholder. If a Debenture Event of Default shall have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at such time by Act of the Holders of not less than a majority in principal amount Liquidation Amount of the Outstanding NotesCapital Securities, delivered to the Relevant Trustee (in its individual capacity and to on behalf of the Issuer 30 days prior to Trust). An Administrative Trustee may be removed by the removal’s effectivenessCommon Securityholder at any time. If the instrument of acceptance by a the successor Trustee required by Section 6.10 8.11 shall not have been delivered to the Relevant Trustee within 30 days after the giving of such notice of removal, the Relevant Trustee being removed may petition, at the expense of the IssuerTrust, any court of competent jurisdiction for the appointment of a successor Relevant Trustee. (e) . If the any Trustee shall resign, be removed or become incapable of actingacting as Trustee, or if a vacancy shall occur in the office of any Trustee for any cause, at a time when no Debenture Event of Default shall have occurred and be continuing, the Issuer Common Securityholder, by Act of the Common Securityholder delivered to the retiring Trustee, shall promptly appoint a successor TrusteeTrustee or Trustees, and the retiring Trustee shall comply with the applicable requirements of Section 8.11. If, within one year after such resignation, removal or incapability, If the Property Trustee or the occurrence of such vacancy, a successor Delaware Trustee shall resign, be appointed removed or become incapable of continuing to act as the Property Trustee or the Delaware Trustee, as the case may be, at a time when a Debenture Event of Default shall have occurred and be continuing, the Capital Securityholders, by Act of the Holders Securityholders of a majority in principal amount Liquidation Amount of the Capital Securities then Outstanding Notes delivered to the Issuer and the retiring Relevant Trustee, the shall promptly appoint a successor Relevant Trustee or Trustees, and such successor Trustee so appointed shallshall comply with the applicable requirements of Section 8.11. If an Administrative Trustee shall resign, forthwith upon its acceptance be removed or become incapable of acting as Administrative Trustee, at a time when a Debenture Event of Default shall have occurred and be continuing, the Common Securityholder by Act of the Common Securityholder delivered to the Administrative Trustee shall promptly appoint a successor Administrative Trustee or Administrative Trustees and such appointment, become successor Administrative Trustee or Trustees shall comply with the successor Trustee and supersede the successor Trustee appointed by the Issuerapplicable requirements of Section 8.11. If no successor Relevant Trustee shall have been so appointed by the Issuer Common Securityholder or the Holders Capital Securityholders and accepted appointment in the manner hereinafter providedrequired by Section 8.11, the Trustee or any Holder Securityholder who has been a bona fide Holder Securityholder of a Note Trust Securities for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee. (f) the Issuer . The Property Trustee shall give notice of each resignation and each removal of the Property Trustee or the Delaware Trustee and each appointment of a successor Property Trustee or Delaware Trustee to the Holders all Securityholders in the manner provided for in Section 1.0710.9 and shall give notice to the Depositor. Each notice shall include the name of the successor Property Trustee or Delaware Trustee, as the case may be, and the address of its Corporate Trust OfficeOffice if it is the Property Trustee. Notwithstanding the foregoing or any other provision of this Trust Agreement, in the event any Administrative Trustee or a Delaware Trustee who is a natural person dies or becomes, in the opinion of the Depositor, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by (a) the unanimous act of the remaining Administrative Trustees if there are at least two of them or (b) otherwise by the Depositor (with the successor in each case being a Person who satisfies the eligibility requirement for Administrative Trustees or Delaware Trustee, as the case may be, set forth in Section 8.7). A successor Trustee must be a U.S. Person to be appointed as such.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of pursuant to this Section 6.10. (c) 6.8. The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof so notifying the Issuer in writing. The Noteholders of not less than 66-2/3% of the Outstanding Principal Balance of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the IssuerIndenture Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. Upon receiving If the Indenture Trustee resigns or is removed by the Issuer or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such notice of resignationevent being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor trustee by Indenture Trustee. A successor Indenture Trustee shall deliver a written instrument, a copy acceptance of which shall be delivered its appointment to the resigning retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a copy notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If the instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall does not have been delivered to the Trustee take office within 30 sixty (60) days after the giving of such notice of resignationretiring Indenture Trustee resigns or is removed, the resigning Trustee may petitionretiring Indenture Trustee, at the expense of Issuer or the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee may be removed at any time by Act of the Holders Noteholders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense Principal Balance of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) . If the Issuer shall give notice Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of each resignation and each competent jurisdiction for the removal of the Indenture Trustee and each the appointment of a successor Trustee to Indenture Trustee. Notwithstanding the Holders in the manner provided for in Section 1.07. Each notice shall include the name replacement of the Indenture Trustee pursuant to this Section, the Issuer’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Trustee and the address of its Corporate Trust OfficeTrustee.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of any Trustee (the Trustee "Relevant Trustee") and no appointment of a successor Trustee pursuant to this Article VIII shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10811. (cb) The Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time with respect to the Trust Securities by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor TrusteeSecurityholders. If the instrument of acceptance by a the successor Trustee required by Section 6.10 811 shall not have been delivered to the Relevant Trustee within 30 days after the giving of such notice of resignation, the resigning Relevant Trustee may petition, at the expense of the IssuerDepositor, any court of competent jurisdiction for the appointment of a successor TrusteeRelevant Trustee with respect to the Trust Securities. (dc) The Unless a Debenture Event of Default shall have occurred and be continuing, any Trustee may be removed at any time by Act of the Common Securityholder. If a Debenture Event of Default shall have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at such time by Act of the Holders of not less than a majority in principal amount Liquidation Amount of the Outstanding NotesPreferred Securities, delivered to the Relevant Trustee (in its individual capacity and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense on behalf of the Issuer, Trust). An Administrative Trustee may be removed by the Common Securityholder at any court of competent jurisdiction for the appointment of a successor Trusteetime. (ed) If the any Trustee shall resign, be removed or become incapable of actingacting as Trustee, or if a vacancy shall occur in the office of any Trustee for any cause, at a time when no Debenture Event of Default shall have occurred and be continuing, the Issuer Common Securityholder, by Act of the Common Securityholder delivered to the retiring Trustee, shall promptly appoint a successor Trustee. IfTrustee or Trustees with respect to the Trust Securities and the Trust, within one year after such resignation, removal or incapability, or and the occurrence of such vacancy, a successor Trustee shall comply with the applicable requirements of Section 811. If the Property Trustee or the Delaware Trustee shall resign, be appointed removed or become incapable of continuing to act as the Property Trustee or the Delaware Trustee, as the case may be, at a time when a Debenture Event of Default shall have occurred and is continuing, the Preferred Securityholders, by Act of the Holders Securityholders of a majority in principal amount Liquidation Amount of the Preferred Securities then Outstanding Notes delivered to the Issuer retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee or Trustees with respect to the Trust Securities and the retiring Trust, and such successor Trustee shall comply with the applicable requirements of Section 811. If an Administrative Trustee shall resign, be removed or become incapable of acting as Administrative Trustee, at a time when a Debenture Event of Default shall have occurred and be continuing, the Common Securityholder, by Act of the Common Securityholder delivered to an Administrative Trustee, shall promptly appoint a successor Administrative Trustee so appointed shallor Administrative Trustees with respect to the Trust Securities and the Trust, forthwith upon its acceptance and such successor Administrative Trustee or Administrative Trustees shall comply with the applicable requirements of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the IssuerSection 811. If no successor Relevant Trustee with respect to the Trust Securities shall have been so appointed by the Issuer Common Securityholder or the Holders Preferred Securityholders and accepted appointment in the manner hereinafter providedrequired by Section 811, the Trustee or any Holder Securityholder who has been a bona fide Holder Securityholder of a Note for at least six months may, Trust Securities on behalf of himself and all others similarly situated, situated may petition any a court of competent jurisdiction for the appointment of a successor TrusteeTrustee with respect to the Trust Securities. (fe) the Issuer The Property Trustee shall give notice of each resignation and each removal of the a Trustee and each appointment of a successor Trustee to the Holders all Securityholders in the manner provided for in Section 1.071008 and shall give notice to the Depositor. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Officeoffice if it is the Property Trustee. (f) Notwithstanding the foregoing or any other provision of this Trust Agreement, in the event any Administrative Trustee or a Delaware Trustee who is a natural person dies or becomes, in the opinion of the Depositor, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by (a) the unanimous act of remaining Administrative Trustees if there are at least two of them; or (b) otherwise by the Depositor (with the successor in each case being a Person who satisfies the eligibility requirement for Administrative Trustees set forth in Section 807).

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of any Issuer Trustee (the Trustee “Relevant Trustee”) and no appointment of a successor Issuer Trustee pursuant to this Article VIII shall become effective until the acceptance of appointment by the successor Issuer Trustee in accordance with the applicable requirements of Section 6.10. (c) The 8.11. Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time by giving 30 days’ prior written notice thereof to the IssuerHolders and by appointing a successor Relevant Trustee. Upon receiving such notice of resignation, the Issuer The Relevant Trustee shall promptly appoint a successor trustee by written instrumentrequesting from at least three Persons meeting the eligibility requirements its expenses and charges to serve as the Relevant Trustee on a form provided by the Administrative Trustees, a copy of which shall be delivered and selecting the Person who agrees to the resigning Trustee lowest expenses and a copy to the successor Trusteecharges. If the instrument of acceptance by a the successor Issuer Trustee required by Section 6.10 8.11 shall not have been delivered to the Relevant Trustee within 30 60 days after the giving of such notice of resignation, the resigning Relevant Trustee may petition, at the expense of the IssuerSponsor, in the case of the Property Trustee, any court of competent jurisdiction for the appointment of a successor Relevant Trustee. (d) . The Trustee Administrative Trustees, or any of them, may be removed at any time by Act of the Holders of not less than a majority in principal amount Common Securities delivered to the Relevant Trustee. The Property Trustee or the Delaware Trustee, or both of them, may be removed by Act of the Outstanding NotesHolders of at least a Majority in Liquidation Amount of the Preferred Securities, delivered to the Relevant Trustee and (in its individual capacity and, in the case of the Property Trustee, on behalf of the Issuer Trust) (i) for cause (including upon the occurrence of an Event of Default described in subparagraph (c) of the definition thereof with respect to the Issuer 30 days prior to Relevant Trustee), or (ii) at any time if a Note Event of Default shall have occurred and be continuing. Unless and until a Note Event of Default shall have occurred and be continuing, the removal’s effectivenessProperty Trustee or the Delaware Trustee, or both of them, may be removed at any time by Act of the Holders of the Common Securities. If the instrument of acceptance by a successor resigning Property Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the or Delaware Trustee shall resignfail to appoint a successor, or if the Property Trustee or the Delaware Trustee shall be removed or become incapable of actingacting as Issuer Trustee, or if a vacancy shall occur in the office of the Property Trustee or the Delaware Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or Holders of the occurrence Common Securities by Act of such vacancyHolders delivered to the Relevant Trustee or, if a successor Trustee Note Event of Default shall have occurred and be appointed continuing, the Holders of the Preferred Securities, by Act of the Holders of a majority not less than 25% in principal amount aggregate Liquidation Amount of the Preferred Securities then Outstanding Notes delivered to the Issuer and the retiring such Relevant Trustee, may appoint a successor Relevant Trustee or Issuer Trustees, and such successor Issuer Trustee shall comply with the successor Trustee so appointed shall, forthwith upon its acceptance applicable requirements of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the IssuerSection 8.11. If no successor Relevant Trustee shall have been so appointed by the Issuer Holders of the Common Securities or Preferred Securities, as the Holders case may be, and accepted appointment in the manner hereinafter providedrequired by Section 8.11, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months mayHolder, on behalf of himself such Holder and all others similarly situated, or any other Issuer Trustee, may petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee. (f) the Issuer . The Property Trustee shall give notice of each resignation and each removal of the an Issuer Trustee and each appointment of a successor Issuer Trustee to the all Holders in the manner provided for in Section 1.0710.7 and shall give notice to the Sponsor and to the Administrative Trustees. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust OfficeOffice if it is the Property Trustee. Notwithstanding the foregoing or any other provision of this Trust Agreement, if any Delaware Trustee who is a natural person dies or becomes, in the opinion of the Holders of the Common Securities, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the Property Trustee following the procedures regarding expenses and charges set forth above (with the successor being a Person who satisfies the eligibility requirement for the Delaware Trustee set forth in Section 8.7).

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of pursuant to this Section 6.10. (c) 6.8. The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof so notifying the Issuer in writing. The Noteholders of not less than 66 2/3% of the Outstanding Principal Balance of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the IssuerIndenture Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. Upon receiving If the Indenture Trustee resigns or is removed by the Issuer or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such notice of resignationevent being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor trustee by Indenture Trustee. A successor Indenture Trustee shall deliver a written instrument, a copy acceptance of which shall be delivered its appointment to the resigning retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a copy notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If the instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall does not have been delivered to the Trustee take office within 30 sixty (60) days after the giving of such notice of resignationretiring Indenture Trustee resigns or is removed, the resigning Trustee may petitionretiring Indenture Trustee, at the expense of Issuer or the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee may be removed at any time by Act of the Holders Noteholders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense Principal Balance of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) . If the Issuer shall give notice Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of each resignation and each competent jurisdiction for the removal of the Indenture Trustee and each the appointment of a successor Trustee to Indenture Trustee. Notwithstanding the Holders in the manner provided for in Section 1.07. Each notice shall include the name replacement of the Indenture Trustee pursuant to this Section, the Issuer’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Trustee and the address of its Corporate Trust OfficeTrustee.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of any Trustee (the Trustee "Relevant Trustee") and no appointment of a successor Trustee pursuant to this Article VIII shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10811. (cb) The Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time with respect to the Trust Securities by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered Depositor and with respect to the resigning Property Trustee and a copy to the successor TrusteeSecurityholders. If the instrument of acceptance by a the successor Trustee required by Section 6.10 811 shall not have been delivered to the Relevant Trustee within 30 days after the giving of such notice of resignation, the resigning Relevant Trustee may petition, at the expense of the IssuerDepositor, any court of competent jurisdiction for the appointment of a successor TrusteeRelevant Trustee with respect to the Trust Securities. (dc) The Unless a Debenture Event of Default shall have occurred and be continuing, any Trustee may be removed at any time by act of the Common Securityholder. If a Debenture Event of Default shall have occurred and be continuing, the Property Trustee may be removed at such time by Act of the Holders of not less than a majority Majority in principal liquidation amount of the Outstanding NotesPreferred Securities, delivered to the Relevant Trustee (in its individual capacity and on behalf of the Trust). An Administrative Trustee may be removed by the Common Securityholder at any time. In no event will the Holders of the Preferred Securities have the right to vote to appoint, remove or replace the Issuer 30 days prior Administrative Trustees, which right to remove is vested exclusively in the removal’s effectivenessCommon Securityholder. If the an instrument of acceptance by a successor Successor Trustee required by Section 6.10 811 shall have not have been delivered to the Relevant Trustee within 30 days after the giving of such notice of removal, the Relevant Trustee being removed may petition, at the expense of the IssuerDepositor, any court of competent jurisdiction for the appointment of a successor TrusteeSuccessor Relevant Trustee with respect to the Trust Securities. (ed) If the any Trustee shall resign, be removed or become incapable of actingacting as Trustee, or if a vacancy shall occur in the office of any Trustee for any cause, at a time when no Debenture Event of Default shall have occurred and be continuing, the Issuer Common Securityholder, by Act of the Common Securityholder delivered to the retiring Trustee, shall promptly appoint a successor Trustee. IfTrustee or Trustees with respect to the Trust Securities and the Trust, within one year after such resignation, removal or incapability, or and the occurrence of such vacancy, a successor Trustee shall comply with the applicable requirements of Section 811. If the Property Trustee shall resign, be appointed removed or become incapable of continuing to act as the Property Trustee at a time when a Debenture Event of Default shall have occurred and is continuing, the Preferred Securityholders, by Act of the Holders Securityholders of a majority Majority in principal liquidation amount of the Outstanding Notes Preferred Securities delivered to the Issuer retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee or Trustees with respect to the Trust Securities and the retiring Trust, and such successor Trustee shall comply with the applicable requirements of Section 811. If an Administrative Trustee shall resign, be removed or become incapable of acting as Administrative Trustee, at a time when a Debenture Event of Default shall have occurred and be continuing, the Common Securityholder, by Act of the Common Securityholder delivered to an Administrative Trustee, shall promptly appoint a successor Administrative Trustee so appointed shallor Administrative Trustees with respect to the Trust Securities and the Trust, forthwith upon its acceptance and such successor Administrative Trustee or Administrative Trustees shall comply with the applicable requirements of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the IssuerSection 811. If no successor Relevant Trustee with respect to the Trust Securities shall have been so appointed by the Issuer Common Securityholder or the Holders Preferred Securityholders and accepted appointment in the manner hereinafter providedrequired by Section 811, the Trustee or any Holder Securityholder who has been a bona fide Holder Securityholder of a Note for at least six months may, Trust Securities on behalf of himself and all others similarly situated, situated may petition any a court of competent jurisdiction for the appointment of a successor TrusteeTrustee with respect to the Trust Securities. (fe) the Issuer The Administrative Trustee shall give notice of each resignation and each removal of the Property Trustee and each appointment of a successor Property Trustee to the Holders all Securityholders in the manner provided for in Section 1.07. Each 1008 and shall give notice shall include to the name Depositor. (f) Notwithstanding the foregoing or any other provision of this Trust Agreement, in the event any Administrative Trustee who is a natural person dies or becomes, in the opinion of the Depositor, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by (a) the unanimous act of the remaining Administrative Trustees if there are at least two of them; or (b) otherwise by the Depositor (with the successor Trustee and in each case being a Person who satisfies the address of its Corporate Trust Officeeligibility requirement for Administrative Trustees as forth in Section 807).

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the a successor Trustee in accordance with reasonably satisfactory to Noteholders evidencing more than 50% of the applicable requirements of Voting Rights under Section 6.107.09. (cb) The Subject to Section 7.08(a) the Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such Issuer and by mailing notice of resignationresignation by first-class mail, the Issuer shall promptly appoint a successor trustee by written instrumentpostage prepaid, a copy of which shall be delivered to the resigning Trustee Rating Agencies and a copy to the successor Trustee. If Noteholders at their addresses appearing on the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeNote Register. (dc) The Trustee may be removed at any time by Act written notice from Noteholders evidencing more than 50% of the Holders of not less than a majority in principal amount of the Outstanding Notes, Voting Rights delivered to the Trustee and to the Issuer 30 days prior to Issuer. The Issuer, with the removal’s effectiveness. If consent of Noteholders evidencing more than 50% of the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to Voting Rights, may remove the Trustee within 30 days after the giving of such notice of removal, if: (i) the Trustee being removed may petition, at fails to comply with Section 7.07; (ii) the expense Trustee is adjudged bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Issuer, any court Trustee or its property; or (iv) the Trustee becomes incapable of competent jurisdiction for the appointment of a successor Trusteeacting. (ed) If the Trustee shall resign, be removed removed, or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer Issuer, with the consent of Noteholders evidencing more than 50% of the Voting Rights by an act of the Issuer, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. . (e) If no successor Trustee shall have been so appointed by the Issuer or the Holders as hereinabove provided and accepted appointment in the manner hereinafter providedprovided within 30 days after any such resignation or removal, existence of incapability, or occurrence of such vacancy, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, Noteholder may petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) the The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to all Noteholders, as their names and addresses appear in the Note Register and to the Holders in the manner provided for in Section 1.07Rating Agencies. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. (g) A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of any Trustee (the Trustee "Relevant Trustee") and no appointment of a successor Trustee pursuant to this Article VIII shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.108.11. (cb) The Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time with respect to the Trust Securities by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor TrusteeSecurityholders. If the instrument of acceptance by a the successor Trustee required by Section 6.10 8.11 shall not have been delivered to the Relevant Trustee within 30 days after the giving of such notice of resignation, the resigning Relevant Trustee may petition, at the expense of the IssuerDepositor, any court of competent jurisdiction for the appointment of a successor TrusteeRelevant Trustee with respect to the Trust Securities. (dc) The Unless a Debenture Event of Default shall have occurred and be continuing, any Trustee may be removed at any time by Act of the Common Securityholder. If a Debenture Event of Default shall have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at such time by Act of the Holders of not less than a majority in principal amount Liquidation Amount of the Outstanding NotesPreferred Securities, delivered to the Relevant Trustee (in its individual capacity and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense on behalf of the Issuer, Trust). An Administrative Trustee may be removed by the Common Securityholder at any court of competent jurisdiction for the appointment of a successor Trusteetime. (ed) If the any Trustee shall resign, be removed or become incapable of actingacting as Trustee, or if a vacancy shall occur in the office of any Trustee for any cause, at a time when no Debenture Event of Default shall have occurred and be continuing, the Issuer Common Securityholder, by Act of the Common Securityholder delivered to the retiring Trustee, shall promptly appoint a successor Trustee. IfTrustee or Trustees with respect to the Trust Securities and the Trust, within one year after such resignation, removal or incapability, or and the occurrence of such vacancy, a successor Trustee shall be appointed by Act comply with the applicable requirements of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeSection 8. (f) the Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If Subject to Sections 8.9(b) and 8.9(c), Trustees (the Trustee has "Relevant Trustee") may be appointed or shall acquire removed without cause at any conflicting interest within time: (i) until the meaning issuance of any Trust Securities, by written instrument executed by the Depositor; and (ii) after the issuance of any Securities, by vote of the Trust Indenture Act, Holders of a majority in Liquidation Amount of the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have Common Securities voting as a conflicting interest with respect to the Notes by virtue of being a trustee under this Indentureclass. (b) No resignation or removal of the The Trustee and no appointment of a successor that acts as Property Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee not be removed in accordance with Section 8.9(a) until a successor possessing the applicable requirements of qualifications to act as a Property Trustee under Section 6.108.7 (a "Successor Property Trustee") has been appointed and has accepted such appointment by instrument executed by such Successor Property Trustee and delivered to the Trust, the Depositor and the removed Property Trustee. (c) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer that acts as Delaware Trustee shall promptly appoint not be removed in accordance with Section 8.9(a) until a successor trustee possessing the qualifications to act as Delaware Trustee under Section 8.7 (a "Successor Delaware Trustee") has been appointed and has accepted such appointment by written instrument, a copy of which shall be instrument executed by such Successor Delaware Trustee and delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignationTrust, the resigning Trustee may petition, at Depositor and the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor removed Delaware Trustee. (d) The A Trustee appointed to office shall hold office until his, her or its successor shall have been appointed or until his, her or its death, removal, resignation, dissolution or liquidation. Any Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the Depositor and the Trust, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided, however, that: (i) No such resignation of the Trustee that acts as the Property Trustee shall be removed at any time effective: (a) until a Successor Property Trustee has been appointed and has accepted such appointment by Act instrument executed by such Successor Property Trustee and delivered to the Trust, the Depositor and the resigning Property Trustee; or (b) until the assets of the Trust have been completely liquidated and the proceeds thereof distributed to the Holders of not less than a majority in principal amount the Securities; (ii) no such resignation of the Outstanding Notes, Trustee that acts as the Delaware Trustee shall be effective until a Successor Delaware Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Delaware Trustee and delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removalTrust, the Trustee being removed may petition, at Depositor and the expense of the Issuer, any court of competent jurisdiction for the resigning Delaware Trustee; and (iii) no appointment of a successor Property Trustee or Delaware Trustee shall be effective until all fees, charges, and expenses of the retiring Property Trustee or retiring Delaware Trustee, as the case may be, have been paid. (e) If The Holders of the Trustee Common Securities shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall use their best efforts to promptly appoint a successor Successor Property Trustee or Successor Delaware Trustee. If, within one year after such resignationas the case may be, removal or incapability, if the Property Trustee or the occurrence Delaware Trustee delivers an instrument of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority resignation in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. accordance with Section 8.9(d). (f) If no successor Successor Property Trustee or Successor Delaware Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment as provided in the manner hereinafter providedthis Section 8.9 within 60 days after delivery pursuant to this Section 8.9 of an instrument of resignation or removal, the Property Trustee or any Holder who has been a bona fide Holder of a Note for at least six months mayDelaware Trustee resigning or being removed, on behalf of himself and all others similarly situatedas applicable, may petition any court of competent jurisdiction for the appointment of a successor Successor Property Trustee or Successor Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper and prescribe, appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may be. (fg) No Property Trustee or Delaware Trustee shall be liable for the Issuer acts or omissions to act of any Successor Property Trustee or Successor Delaware Trustee, as the case may be. (h) The Property Trustee shall give notice of each resignation and each removal of the a Trustee and each appointment of a successor Trustee to the Holders all Securityholders in the manner provided for in Section 1.0710.8 and shall give notice to the Depositor. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust OfficeOffice if it is the Property Trustee. (i) Notwithstanding the foregoing or any other provision of this Trust Agreement, in the event any Administrative Trustee or a Delaware Trustee who is a natural person dies or becomes, in the opinion of the Depositor, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by (i) the unanimous act of the remaining Administrative Trustees if there are at least two of them or (ii) otherwise by the Depositor (with the successor in each case being a Person who satisfies the eligibility requirement for Administrative Trustees or the Delaware Trustee, as the case may be, set forth in Section 8.7). (j) The indemnity provided to a Trustee under Section 8.6 shall survive any Trustee's resignation or removal or termination of this Trust Agreement.

Resignation and Removal; Appointment of Successor. (a) If Subject to Sections 8.6(b) and 8.6(c), any Trustee (the “Relevant Trustee”) may be appointed or removed without cause upon thirty (30) days prior notice to such Trustee has or shall acquire any conflicting interest within by the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this IndentureSponsor. (b) No resignation or removal of the The Trustee and no appointment of a successor that acts as Delaware Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee not be removed in accordance with Section 8.6(a) until a successor possessing the applicable requirements of qualifications to act as Delaware Trustee under Section 6.108.5 (a “Successor Delaware Trustee”) has been appointed and has accepted such appointment by instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Sponsor and the removed Delaware Trustee. (c) The A Trustee appointed to office shall hold office until his, her or its successor shall have been appointed or until his, her or its death, removal, resignation, dissolution or liquidation. Any Trustee may resign at any time from office (without need for prior or subsequent accounting) by giving 30 days’ prior written an instrument in writing with thirty (30) days notice thereof to signed by the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be Trustee and delivered to the resigning Sponsor and the Trust, which resignation shall take effect upon such later date as is specified therein; provided, however, that no such resignation of the Trustee that acts as the Delaware Trustee shall be effective until a Successor Delaware Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Delaware Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trust, the Sponsor and the resigning Delaware Trustee. (d) If no Successor Delaware Trustee shall have been appointed and accepted appointment as provided in this Section 8.6 within 30 sixty (60) days after the giving delivery pursuant to this Section 8.6 of such notice an instrument of resignationresignation or removal, the Delaware Trustee resigning Trustee or being removed, as applicable, may petition, at the expense of the IssuerSponsor, any court of competent jurisdiction for the appointment of a successor Successor Delaware Trustee. (d) The Trustee . Such court may be removed at any time by Act of the Holders of not less than thereupon, after prescribing such notice, if any, as it may deem proper, appoint a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Successor Delaware Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor No Delaware Trustee shall be appointed by Act liable for the acts or omissions to act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring any Successor Delaware Trustee, as the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trusteecase may be. (f) Notwithstanding the Issuer shall give notice foregoing or any other provision of each resignation and each removal this Agreement, in the event a Regular Trustee or a Delaware Trustee who is a natural person dies or becomes, solely in the opinion of the Sponsor, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the Sponsor (with the successor in each case being a Person who satisfies the eligibility requirement for the Regular Trustee and each appointment of a successor Trustee to or the Holders in Delaware Trustee, as the manner provided for case may be, set forth in Section 1.07. Each notice 8.5). (g) The indemnity provided to a Trustee under Section 8.4 shall include the name of the successor Trustee survive any Trustee’s resignation or removal and the address termination of its Corporate Trust Officethis Agreement.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of under Section 6.106.11. (cb) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the an instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. The costs and expenses incurred in connection with the resignation of the Trustee and any petition filed for appointment of a Successor Trustee shall be paid by the Issuer. (dc) The Trustee may be removed at any time for reasonable cause by Act of the Holders of not less Notes entitled to more than a majority in principal amount 50% of the Outstanding Notes, Voting Rights delivered to the Trustee and to the Issuer 30 days prior to Issuer. (d) If at any time: (1) the removal’s effectiveness. If the instrument of acceptance by Trustee shall have a successor Trustee required conflicting interest prohibited by Section 6.10 6.08 and shall not have been delivered fail to resign or eliminate such conflicting interest in accordance with Section 6.08 after written request therefor by the Issuer or by any Noteholder, or (2) the Trustee within 30 days after the giving shall cease to be eligible under Section 6.09 or shall become incapable of such notice acting or shall be adjudged a bankrupt or insolvent, or a receiver of removal, the Trustee being removed may petitionor of its property shall be appointed, at the expense or any public officer shall take charge or control of the IssuerTrustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Issuer by an Issuer Order may remove the Trustee, or (ii) subject to Section 5.16, any Noteholder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any cause, the Issuer by an Issuer Order shall promptly appoint a successor Trustee. If, If within one year after such resignation, removal or incapability, incapability or the occurrence of such vacancy, a successor Trustee has not been appointed by the Issuer, then a successor trustee shall be appointed by Act of the Holders of a majority in principal amount Notes entitled to more than 50% of the Outstanding Notes Voting Rights delivered to the Issuer and the retiring Trustee, the . The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or Noteholders or the Holders and successor Trustee shall not have accepted appointment in the manner hereinafter provided, the Trustee or any Holder Noteholder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) the The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Noteholders and S&P. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.10. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee Note Insurer and a copy to the successor Trusteeeach Rating Agency. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (dc) The Indenture Trustee may be removed at any time by the Note Insurer or, with the consent of the Note Insurer, by Act of the Holders representing more than 50% of not less than a majority in principal amount the Note Balance of the Outstanding Notes, by written notice delivered to the Indenture Trustee and to the Issuer. (d) If at any time: (1) the Indenture Trustee shall have a conflicting interest prohibited by Section 6.07 and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 after written request therefor by the Issuer 30 days prior or by any Noteholder; or (2) the Indenture Trustee shall cease to be eligible under Section 6.08 or shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (i) the Issuer by an Issuer Order, with the consent of the Note Insurer, may remove the Indenture Trustee, and the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee acceptable to the removal’s effectiveness. If the instrument of acceptance by a Note Insurer and to vest in such successor Indenture Trustee required by Section 6.10 shall not have been delivered any property, title, right or power deemed necessary or desirable, subject to the Trustee other provisions of this Indenture; provided, however, if the Issuer and the Note Insurer do not join in such appointment within 30 fifteen (15) days after the giving receipt by it of such notice a request to do so, or in case an Event of removalDefault has occurred and is continuing, the Indenture Trustee being removed may petition, at the expense of the Issuer, any petition a court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of make such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment (ii) subject to Section 5.15, and, in the manner hereinafter providedcase of a conflicting interest as described in clause (1) above, unless the Indenture Trustee's duty to resign has been stayed as provided in TIA Section 310(b), the Trustee Note Insurer or any Holder Noteholder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, with the consent of the Note Insurer, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer, by an Issuer Order shall promptly appoint a successor Indenture Trustee acceptable to the Note Insurer. If within one year after such resignation, removal or incapability or the occurrence of such vacancy a successor Indenture Trustee shall be appointed by the Note Insurer or, with the consent of the Note Insurer, by Act of the Holders of Notes representing more than 50% of the Note Balance of the Outstanding Notes delivered to the Issuer and the retiring Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee and supersede the successor Indenture Trustee appointed by the Issuer. If no successor Indenture Trustee shall have been so appointed by the Issuer, the Note Insurer or Noteholders and shall have accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, with the consent of the Note Insurer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) the The Issuer shall give notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in of Notes and the manner provided for in Section 1.07Note Insurer. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, Notwithstanding anything to the extent and contrary contained in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. Agreement (including clauses (b) No and (c) below), no resignation or removal of the Trustee Collateral Administrator and no appointment of a successor Trustee Collateral Administrator pursuant to this Article XV shall become effective until the acceptance of such appointment by the successor Trustee in accordance with Collateral Administrator under Section 15.06 and the applicable requirements assumption by such successor Collateral Administrator of Section 6.10the duties and obligations of the Collateral Administrator hereunder. (cb) The Trustee Collateral Administrator may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationBorrower, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignationAdministrative Agent, the resigning Trustee may petition, at Collateral Manager and the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeLenders not less than thirty (30) days prior to such resignation. (dc) The Trustee Collateral Administrator may be removed at any time by Act the Administrative Agent (i) upon thirty (30) days’ notice (with the prior written consent of the Holders Collateral Manager) or (ii) at any time if (A) an Event of not less than a majority in principal amount Default shall have occurred and be continuing, or (B) the Collateral Administrator shall become incapable of acting or shall become the subject of an Insolvency Event. Notice of any such removal shall be sent by the Administrative Agent to the Collateral Administrator, the Borrower, the Lenders and the Collateral Manager. (d) The Collateral Administrator may be removed at any time by the Collateral Manager upon thirty (30) days’ notice (with the prior written consent of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeAdministrative Agent). (e) If the Trustee Collateral Administrator shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee the Collateral Administrator for any causereason (other than resignation), the Issuer shall Borrower shall, promptly after becoming aware of such resignation, removal, incapacity or vacancy, appoint a successor Trustee. Ifcollateral administrator by written instrument, within executed by a Responsible Officer of the Borrower, one year after copy of which shall be delivered to the retiring Collateral Administrator and one copy to the successor Collateral Administrator, together with a copy to the Administrative Agent and the Lenders; provided that such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee Collateral Administrator shall be appointed by Act only upon the prior written consent of the Holders Administrative Agent (not to be unreasonably withheld, conditioned or delayed) and, so long as no Collateral Manager Default shall have occurred and be continuing, the Collateral Manager (in each case which consent shall not be unreasonably withheld, conditioned or delayed). In the case of a majority in principal amount resignation by the Collateral Administrator, if no successor Collateral Administrator shall have been appointed and an instrument of the Outstanding Notes acceptance by a successor Collateral Administrator shall not have been delivered to the Issuer resigning or removed Collateral Administrator and the retiring TrusteeAdministrative Agent within thirty (30) days after the giving of such notice of resignation or removal, the Administrative Agent may appoint a successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer Xxxxxxxxxx Administrator or the Holders and accepted appointment in the manner hereinafter provided, the Trustee resigning or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, removed Collateral Administrator may petition any court of competent jurisdiction for at the appointment expense of the Borrower to appoint a successor TrusteeCollateral Administrator. (f) the Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.106.10 hereof. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationTrust, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee Note Insurer and a copy to the successor Trusteeeach Rating Agency. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (dc) The Indenture Trustee may be removed at any time by the Note Insurer or, with the consent of the Note Insurer, by Act of the Holders representing more than 50% of not less than a majority in principal amount the Note Principal Balance of the Outstanding NotesNotes of all of the Classes, by written notice delivered to the Indenture Trustee and to the Issuer 30 days prior Trust. (d) If at any time: (i) the Indenture Trustee shall have a conflicting interest prohibited by Section 6.07 hereof and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 hereof after written request therefor by the Trust, the Note Insurer or by any Noteholder; or (ii) the Indenture Trustee shall cease to be eligible under Section 6.08 hereof or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (x) the Owner Trustee, on behalf of the Trust, by a Trust Order, with the written consent of, or at the written direction of the Note Insurer, may remove the Indenture Trustee, and the Owner Trustee, on behalf of the Trust, by a Trust Order, shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee acceptable to the removal’s effectiveness. If the instrument of acceptance by a Note Insurer and to vest in such successor Indenture Trustee required by Section 6.10 shall not have been delivered any property, title, right or power deemed necessary or desirable, subject to the Trustee other provisions of this Indenture; provided, however, if the Owner Trustee, on behalf of the Trust, and the Note Insurer do not join in such appointment within 30 thirty (30) days after the giving receipt by it of such notice a request to do so, (either by reason of resignation or removal) or in case an Event of Default has occurred and is continuing, the Indenture Trustee being removed may petitionpetition a court of competent jurisdiction to make such appointment, or (y) subject to Section 5.15 hereof, and, in the case of a conflicting interest as described in clause (i) above, unless the Indenture Trustee's duty to resign has been stayed as provided in TIA Section 310(b), the Note Insurer or any Noteholder who has been a bona fide Holder of a Note for at least six (6) months may, on behalf of himself and all others similarly situated, with the expense consent of the IssuerNote Insurer, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. IfNote Insurer may, within one year after such resignation, removal or incapability, or and if the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered Note Insurer fails to the Issuer and the retiring Trusteedo so, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months mayOwner Trustee, on behalf of himself and all others similarly situatedthe Trust, petition any court of competent jurisdiction for the appointment of by a Trust Order, shall promptly, appoint a successor TrusteeIndenture Trustee acceptable to the Note Insurer and reasonably acceptable to the Sponsor. (f) The Master Servicer, on behalf of the Issuer Trust, shall give notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Backup Servicer, the Holders in of Notes and the manner provided for in Section 1.07Note Insurer. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10610. (cb) The Trustee may resign at any time by giving 30 days’ prior written notice thereof within 30 days of such resignation to the IssuerCompany. Upon receiving such notice of resignation, the Issuer Company shall promptly appoint a successor trustee Trustee by written instrumentinstrument executed by authority of the Board of Directors, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the IssuerCompany, any court of competent jurisdiction for the appointment of a successor Trustee. (dc) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectivenessCompany. If the instrument of acceptance by a successor Trustee required by Section 6.10 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removalresignation, the resigning Trustee being removed may petition, at the expense of the IssuerCompany, any court of competent jurisdiction for the appointment of a successor Trustee. (ed) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the IssuerCompany. If no successor Trustee shall have been so appointed by the Issuer Company or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (fe) the Issuer The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07107. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Certificate Trustee and no appointment of a successor Certificate Trustee pursuant to this Article shall become effective (i) until the acceptance of appointment by the successor Certificate Trustee under Section 6.10 and (ii) other than in accordance with the applicable requirements case of Section 6.10paragraph (b) below, unless a successor Certificate Trustee has been appointed and has accepted such appointment and the Bond Issuers and the Certificate Issuer have received written confirmation from each of the Rating Agencies that no lowering or withdrawal of the then current ratings of any Tranche of Certificates will result from such appointment. (cb) The Certificate Trustee may resign at any time in the case of a conflicting interest as determined in accordance with Section 6.08(b) by giving 30 days’ prior written notice thereof to the Certificate Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrumentAuthorized Agents, a copy of which shall be delivered to the resigning Trustee Bond Issuers and a copy to the successor TrusteeBond Trustees. If the an instrument of acceptance by a successor Certificate Trustee required by Section 6.10 shall not have been delivered to the Certificate Issuer and the Certificate Trustee within 30 days after the giving of such notice of resignation, the resigning Certificate Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Certificate Trustee. (dc) The Certificate Trustee may be removed at any time in the case of a conflicting interest as determined in accordance with Section 6.08(b) by Act of Certificateholders holding Certificates representing not less than 51 percent of the Holders Outstanding Amount of the Certificates delivered to the Certificate Trustee and to the Certificate Issuer, the Bond Issuers and the Bond Trustees. (d) Upon 30 days’ written notice, the Certificate Trustee (i) may resign with respect to the Certificates as a whole by giving such written notice to the Certificate Issuer, the Authorized Agents, the Bond Issuers and the Bond Trustees or (ii) may be removed with respect to the Certificates as a whole by Act of Certificateholders holding Certificates representing not less than a majority in principal amount of the Outstanding Notes, Amount of Certificates delivered to the Trustee Certificate Issuer, the Bond Issuers and to the Issuer 30 days prior to the removal’s effectivenessBond Trustees. If the an instrument of acceptance by a successor Certificate Trustee required by Section 6.10 with respect to the Certificates as a whole shall not have been delivered to the Trustee Certificate Issuer, the Bond Issuers and the Bond Trustees within 30 90 days after the giving of such notice of removalresignation or Act by the Certificateholders as a whole for removal of the Certificate Trustee, the Trustee being removed Certificate Issuer may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor TrusteeCertificate Trustee with respect to the Certificates as a whole. (e) If at any time: (i) the Certificate Trustee shall fail to comply with Section 310 of the Trust Indenture Act after written request therefor by the Certificate Issuer or by any Holder of Certificates who has been a bona fide Holder of Certificates for at least six months; or (ii) the Certificate Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request therefor by the Certificate Issuer or by any Certificateholder; or (iii) the Certificate Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Certificate Trustee or of its property shall be appointed or any public officer shall take charge or control of the Certificate Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any case, (x) the Certificate Issuer may remove the Certificate Trustee or (y) any Holder of Certificates who has been a bona fide Holder of Certificates for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Certificate Trustee and the appointment of a successor Certificate Trustee. (f) If a Responsible Officer of the Certificate Trustee shall have received written notice of an Avoidable Tax that has been or is likely to be asserted, the Certificate Trustee shall promptly notify the Certificate Issuer and the Bond Issuers thereof and shall, within 30 days of such notification, resign hereunder unless within such 30-day period the Certificate Trustee shall have received notice that either the Certificate Issuer or the Bond Issuers have agreed to pay such tax. In such event, the Certificate Issuer (with the prior written approval of the Bond Issuers) shall promptly appoint a successor Certificate Trustee in a jurisdiction where there are no Avoidable Taxes. As used herein, an “Avoidable Tax” means a state or local tax: (i) upon (w) the Certificate Issuer, (x) the Trust Property, (y) the Certificateholders or (z) the Certificate Trustee for which the Certificate Trustee is entitled to seek reimbursement from the Trust Property, and (ii) that would be avoided if the Certificate Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if either the Certificate Issuer or the Bond Issuers shall agree to pay, and shall pay, such tax. (g) If the Certificate Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Certificate Trustee for any causereason, the Certificate Issuer (with the prior written approval of the Bond Issuers) shall promptly appoint a successor TrusteeCertificate Trustee and Securities Intermediary. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Certificate Trustee shall be appointed by Act of the Holders of Certificateholders representing not less than a majority in principal amount of the Outstanding Notes Amount of the Certificates delivered to the Issuer Certificate Issuer, the Bond Trustees and the retiring Certificate Trustee, the successor Certificate Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Certificate Trustee and supersede the successor Certificate Trustee appointed by the Issueras provided above. If no successor Certificate Trustee shall have been so appointed by the Issuer or the Holders as provided above and accepted appointment in the manner hereinafter provided, the Trustee or any Holder of Certificates who has been a bona fide Holder of a Note Certificates for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Certificate Trustee. (fh) the Issuer The successor Certificate Trustee shall give notice of each the resignation and each removal of the Certificate Trustee and each appointment of a the successor Certificate Trustee by sending written notice of such event to the Holders as their names and addresses appear in the manner provided for in Section 1.07Certificate Register and to each Rating Agency and the Certificate Issuer. Each notice shall include the name of the such successor Certificate Trustee and the address of its Corporate Trust Officethe corporate trust office of such successor Certificate Trustee. (i) The Certificate Issuer shall notify the Rating Agencies of any resignation and removal of the Certificate Trustee and appointment of a successor Certificate Trustee under this Section 6.09. (j) Any removal or resignation of the Certificate Trustee shall also constitute a removal or resignation of the Securities Intermediary.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of any Issuer Trustee (the Trustee "Relevant Trustee") and no appointment of a successor Issuer Trustee pursuant to this Article VIII shall become effective until the acceptance of appointment by the successor Issuer Trustee in accordance with the applicable requirements of Section 6.108.11. (cb) The Subject to Section 8.10(a), a Relevant Trustee may resign at any time by giving 30 days’ prior written notice thereof to the IssuerHolders. Upon receiving such notice of resignation, the Issuer The Relevant Trustee shall promptly appoint a successor trustee by written instrumentrequesting from at least three Persons meeting the eligibility requirements its expenses and charges to serve as the successor Issuer Trustee on a form provided by the Administrators, a copy of which shall be delivered and selecting the Person who agrees to the resigning Trustee lowest expenses and a copy charges, subject to the successor Trusteeprior consent of the Depositor which consent shall not be unreasonably withheld. If the instrument of acceptance by a the successor Issuer Trustee required by Section 6.10 8.11 shall not have been delivered to the Relevant Trustee within 30 60 days after the giving of such notice of resignation, the resigning Relevant Trustee may petition, at the expense of the IssuerIssuer Trust, any court of competent jurisdiction for the appointment of a successor Issuer Trustee. (dc) The Property Trustee or the Delaware Trustee may be removed at any time by Act of the Holders of not less than at least a majority Majority in principal amount Liquidation Amount of the Outstanding NotesPreferred Securities, delivered to the Relevant Trustee (in its individual capacity and to on behalf of the Issuer 30 days prior to the removal’s effectiveness. If the instrument Trust) (i) for cause, or (ii) if a Debenture Event of acceptance by a successor Trustee required by Section 6.10 Default shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, occurred and be continuing at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trusteetime. (ed) If the a resigning Relevant Trustee shall resignfail to appoint a successor, or if a Relevant Trustee shall be removed or become incapable of actingacting as Issuer Trustee, or if a any vacancy shall occur in the office of any Issuer Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. IfHolders of the Preferred Securities, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount record of not less than 25% aggregate Liquidation Amount of the Preferred Securities then Outstanding Notes delivered to the Issuer and the retiring such Relevant Trustee, the shall promptly appoint a successor Issuer Trustee so appointed shallor Trustees, forthwith upon its acceptance of and such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Issuer Trustee shall have been so appointed by comply with the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder applicable requirements of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeSection 8. (f) the Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, Notwithstanding anything to the extent and contrary contained in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. Agreement (including clauses (b) No and (c) below), no resignation or removal of the Trustee Custodian and no appointment of a successor Trustee Custodian pursuant to this Article XIII shall become effective until the acceptance of such appointment by the successor Trustee in accordance with Custodian under Section 13.11 and the applicable requirements assumption by such successor Custodian of Section 6.10the duties and obligations of the Custodian hereunder. (b) The Custodian may, at any time, resign under this Agreement by giving not less than thirty (30) days advance written notice thereof to the Borrower, the Collateral Manager, the Collateral Agent and the Administrative Agent. (c) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee Custodian may be removed at any time by Act the Administrative Agent (i) upon thirty (30) days’ notice (with the prior written consent of the Holders Collateral Manager) or (ii) at any time if (A) an Event of not less than a majority in principal amount Default shall have occurred and be continuing or (B) the Custodian shall become incapable of acting or shall become the Outstanding Notes, delivered subject of an Insolvency Event. Notice of any such removal shall be sent by the Administrative Agent to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removalCustodian, the Trustee being removed may petitionBorrower, at the expense of Lenders and the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeCollateral Manager. (ed) If the Trustee Custodian shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee the Custodian for any causereason (other than resignation with no replacement within sixty (60) days), the Issuer shall Borrower shall, promptly after becoming aware of such resignation, removal, incapacity or vacancy, appoint a successor Trustee. Ifcustodian by written instrument, within executed by a Responsible Officer of the Borrower, one year after copy of which shall be delivered to the retiring Custodian and one copy to the successor Custodian, together with a copy to the Administrative Agent and the Lenders; provided that such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee Custodian shall be appointed by Act only upon the prior written consent of the Holders Administrative Agent and, if no Event of Default or Collateral Manager Default has occurred and is continuing, the Collateral Manager (in each case which consent shall not be unreasonably withheld, conditioned or delayed). In the case of a majority in principal amount resignation by (or removal of) the Custodian, if no successor Custodian shall have been appointed and an instrument of the Outstanding Notes acceptance by a successor Xxxxxxxxx shall not have been delivered to the Issuer resigning or removed Xxxxxxxxx and the retiring TrusteeAdministrative Agent within thirty (30) days after the giving of such notice of resignation or removal, the Administrative Agent may appoint a successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer Custodian or the Holders and accepted appointment in the manner hereinafter provided, the Trustee resigning or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, removed Custodian may petition any court of competent jurisdiction for at the appointment expense of the Borrower to appoint a successor TrusteeXxxxxxxxx. (e) Upon termination of this Agreement or resignation of the Custodian, the Borrower shall pay to the Custodian such compensation, and shall likewise reimburse the Custodian for its reasonable and documented costs, expenses and disbursements, as may be due as of the date of such termination or resignation (or removal, as the case may be) all in accordance with the Priority of Payments. All indemnifications in favor of the Custodian under this Agreement shall survive the termination of this Agreement, or any resignation or removal of the Custodian. (f) In the Issuer shall give notice event of each any resignation and each or removal of the Trustee and each appointment of a successor Trustee Custodian, the Custodian shall provide to the Holders in the manner provided for in Section 1.07. Each notice shall include the name Borrower a complete final report or data file transfer of any confidential information as of the successor Trustee and the address date of its Corporate Trust Officesuch resignation or removal.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10. (c) The Trustee Holder Representative may resign at any time by giving 30 days’ prior written notice thereof to Public Company and the IssuerRights Agent specifying a date when such resignation shall take effect, which notice shall be sent at least thirty (30) calendar days prior to the date so specified. (b) At any time the Majority Holders may remove the Holder Representative by specifying a date when such removal shall take effect, but no such removal shall become effective until a successor Holder Representative has been appointed. Upon receiving Notice of such removal shall be given by the Majority Holders to Public Company and the Rights Agent, which notice shall be sent at least thirty (30) calendar days prior to the date so specified. (c) If the Holder Representative provides notice of resignationits intent to resign pursuant to Section 6.3(a), is removed pursuant to Section 6.3(b) or becomes incapable of acting, the Issuer shall promptly Majority Holders shall, as soon as is reasonably possible, appoint a qualified successor trustee Holder Representative. Notwithstanding the foregoing, if the Majority Holders fail to make such appointment within a period of thirty (30) calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy or incapacitated Holder Representative, then the Majority Holders may apply to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a new Holder Representative. The successor Trustee. (d) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee Holder Representative so appointed shall, forthwith upon its acceptance of such appointmentappointment in accordance with Section 6.3, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeRepresentative. (fd) the Issuer The Majority Holders shall give notice of each resignation and each removal of the Trustee a Holder Representative and each appointment of a successor Trustee Holder Representative by mailing written notice of such event by first-class mail to Public company, the Rights Agent and to the Holders as their names and addresses appear in the manner provided for in Section 1.07CVR Register. Each notice shall include the name and address of the successor Trustee Holder Representative. If the Majority Holders fail to send such notice within thirty (30) calendar days after acceptance of appointment by a successor Holder Representative, the successor Holder Representative shall cause the notice to be mailed. (e) The Rights Agent and Public Company will reasonably cooperate with any successor Holder Representative in connection with the address transition of its Corporate Trust Officethe duties and responsibilities of the Holder Representative to the successor Holder Representative but the Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No ------------------------------------------------- resignation or removal of the Certificate Trustee and no appointment of a successor Certificate Trustee pursuant to this Article shall become effective (i) until the acceptance of appointment by the successor Certificate Trustee under Section 6.09 and (ii) other than in accordance with the applicable requirements case of Section 6.10paragraph (b) below, unless a successor Certificate Trustee has been appointed and has accepted such appointment and the Delaware Trustee, the Note Issuer and the Originator has received written confirmation from each of the Rating Agencies that no lowering or withdrawal of the then current Ratings of any Series or Class of Certificates will result from such appointment. (cb) The Certificate Trustee may resign at any time in the case of a conflicting interest as determined in accordance with Section 6.07(b), with respect to one or more Series or Classes of Certificates, by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationOriginator, the Authorized Agents, the Note Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to and the resigning Trustee and a copy to the successor Note Trustee. If the an instrument of acceptance by a successor Certificate Trustee required by Section 6.10 with respect to such Series or Class or Classes of Certificates shall not have been delivered to the Originator and the Certificate Trustee within 30 days after the giving of such notice of resignation, resignation the resigning Certificate Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor TrusteeCertificate Trustee with respect to such Series or Class or Series or Classes of Certificates. (dc) The Certificate Trustee may be removed at any time in the case of a conflicting interest as determined in accordance with Section 6.07(b), with respect to any Series or Class of Certificates, by Act of Certificateholders holding Certificates of such Series or Class representing not less than 51 percent of the Holders Outstanding Amount of the Certificates of that Series or Class delivered to the Certificate Trustee and to the Originator, the Note Issuer and the Note Trustee. (d) Upon 30 days' written notice, the Certificate Trustee (i) may resign with respect to the Certificates as a whole by giving such written notice to the Originator, the Delaware Trustee, the Authorized Agents, the Note Issuer and the Note Trustee or (ii) may be removed with respect to the Certificates as a whole by Act of Certificateholders holding Certificates representing not less than a majority in principal amount of the Outstanding Notes, Amount of Certificates of all the Series delivered to the Trustee Delaware Trustee, the Originator, the Note Issuer and to the Issuer 30 days prior to the removal’s effectivenessNote Trustee. If the an instrument of acceptance by a successor Certificate Trustee required by Section 6.10 with respect to the Certificates as a whole shall not have been delivered to the Originator, the Delaware Trustee, the Note Issuer and the Note Trustee within 30 90 days after the giving of such notice of removalresignation or Act by the Certificateholders as a whole for removal of the Certificate Trustee, the Delaware Trustee being removed or the Originator may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor TrusteeCertificate Trustee with respect to the Certificates as a whole. (e) If at any time: (i) the Certificate Trustee shall fail to comply with Section 310 of the Trust Indenture Act after written request therefor by the Originator or by any Holder of Certificates of any Series or Class affected thereby who has been a bona fide Holder of Certificates of such Series or Class for at least six months; or (ii) the Certificate Trustee shall cease to be eligible under Section 6.07 and shall fail to resign after written request therefor by the Originator or by any Certificate holder; or (iii) the Certificate Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Certificate Trustee or of its property shall be appointed or any public officer shall take charge or control of the Certificate Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any case, (x) the Originator may remove the Certificate Trustee with respect to any Series or Class of Certificates affected thereby or (y) any Holder of Certificates of any Series or Class affected thereby who has been a bona fide Holder of Certificates of such Series or Class for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Certificate Trustee with respect to such Series or Class of Certificates and the appointment of a successor Certificate Trustee with respect to such Series or Class. (f) If a Responsible Officer of the Certificate Trustee shall have received written notice of an Avoidable Tax (as hereinafter defined) that has been or is likely to be asserted, the Certificate Trustee shall promptly notify the Originator and the Note Issuer thereof and shall, within 30 days of such notification, resign hereunder unless within such 30-day period the Certificate Trustee shall have received notice that either the Originator or the Note Issuer has agreed to pay such tax. In such event, the Originator (with the prior written approval of the Note Issuer) shall promptly appoint a successor Certificate Trustee in a jurisdiction where there are no Avoidable Taxes. As used herein, an "Avoidable Tax" means a state or local tax: (i) upon (w) the Trust, (x) the Trust Property, (y) the Certificateholders or (z) the Certificate Trustee for which the Certificate Trustee is entitled to seek reimbursement from the Trust Property, and (ii) that would be avoided if the Certificate Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if either the Originator or the Note Issuer shall agree to pay, and shall pay, such tax. (g) With respect to any Series or Class of Certificates, if the Certificate Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Certificate Trustee for any cause, the Issuer Originator (with the prior written approval of the Note Issuer) shall promptly appoint a successor Certificate Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancyvacancy with respect to any Series or Class of Certificates, a successor Certificate Trustee shall be appointed by Act of the Holders Certificateholders holding Certificates of such Series or Class representing not less than a majority in principal amount of the Outstanding Notes Amount of the Certificates of such Series or Class delivered to the Issuer Originator, the Note Trustee and the retiring Certificate Trustee, the successor Certificate Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Certificate Trustee with respect to such Series or Class and supersede the successor Certificate Trustee appointed by the Issueras provided above. If no successor Certificate Trustee shall have been so appointed by the Issuer or the Holders as provided above and accepted appointment in the manner hereinafter provided, the Trustee or any Holder of Certificates of any affected Series or Class who has been a bona fide Holder of a Note Certificates of such Series or Class for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeCertificate Trustee with respect to the affected Series or Class of Certificates. (fh) the Issuer The successor Certificate Trustee shall give notice of each the resignation and each removal of the Certificate Trustee and each appointment of a the successor Trustee Certificate Trustee, in each case with respect to any Series or Class of Certificates, by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of the affected Series or Class as their names and addresses appear in the manner provided for in Section 1.07Register and to each Rating Agency. Each notice shall include the name of the such successor Certificate Trustee and the address of its Corporate Trust Officethe corporate trust office of such successor Certificate Trustee. (i) The Originator shall notify the Rating Agencies of any resignation and removal of the Certificate Trustee and appointment of a successor Certificate Trustee under this Section 6.08.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of under Section 6.107.10. (cb) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such Company and by mailing notice of resignationresignation by first-class mail, postage prepaid, to Noteholders at their addresses appearing on the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeNote Register. (dc) The Trustee may be removed at any time by Act of the Holders holders of not less than a majority in principal amount of the then Outstanding Principal Amount of the Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeCompany. (ed) If the Trustee shall resign, be removed removed, or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer Company, with the consent of the holders of 66-2/3% of the Outstanding Principal Amount of the Notes, by an act of the Company, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. . (e) If no successor Trustee shall have been so appointed by the Issuer Company or the Holders Noteholders as hereinbefore provided and accepted appointment in the manner hereinafter providedprovided within 30 days after any such resignation or removal, existence of incapability, or occurrence of such vacancy, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, Noteholder may petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) the Issuer The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders all Noteholders, as their names and addresses appear in the manner provided for in Section 1.07Note Register and each Rating Agency. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. (g) The Company may remove the Trustee if the Trustee fails to comply with Section 7.08 of this Indenture. (h) If the Trustee after written request by any Noteholder who has been a Noteholder for at least six months fails to comply with Section 3.10(b) of the Trust Indenture Act, such Noteholder may petition any court of competent jurisdiction, for the removal of the Trustee and the appointment of a successor Trustee.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, Notwithstanding anything to the extent and contrary contained in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. Agreement (including clauses (b) No and (c) below), no resignation or removal of the Trustee Custodian and no appointment of a successor Trustee Custodian pursuant to this Article XIII shall become effective until the acceptance of such appointment by the successor Trustee in accordance with Custodian under Section 13.11 and the applicable requirements assumption by such successor Custodian of Section 6.10the duties and obligations of the Custodian hereunder. (b) The Custodian may, at any time, resign under this Agreement by giving not less than thirty (30) days advance written notice thereof to the Borrower, the Collateral Manager, the Collateral Agent and the Administrative Agent. (c) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee Custodian may be removed at any time by Act the Administrative Agent (i) upon ten (10) Business Days’ notice (with the prior written consent of the Holders Collateral Manager) or (ii) at any time if (A) a Default or an Event of not less than a majority in principal amount Default shall have occurred and be continuing, or (B) the Custodian shall become incapable of acting or shall become the Outstanding Notes, delivered subject of an Insolvency Event. Notice of any such removal shall be sent by the Administrative Agent to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removalCustodian, the Trustee being removed may petitionBorrower, at the expense of Lenders and the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeCollateral Manager. (ed) If the Trustee Custodian shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee the Custodian for any causereason (other than resignation with no replacement within 90 days), the Issuer shall Borrower shall, promptly after becoming aware of such resignation, removal, incapacity or vacancy, appoint a successor Trustee. Ifcollateral custodian by written instrument, within executed by a Responsible Officer of the Borrower, one year after copy of which shall be delivered to the retiring Custodian and one copy to the successor Xxxxxxxxx, together with a copy to the Administrative Agent and the Lenders; provided that such resignationsuccessor Custodian shall be appointed only upon the prior written consent of the Administrative Agent and, removal or incapability, or prior to the occurrence of such vacancya Default or an Event of Default, the Collateral Manager (in each case which consent shall not be unreasonably withheld, conditioned or delayed). In the case of a resignation by the Custodian, if no successor Xxxxxxxxx shall have been appointed and an instrument of acceptance by a successor Trustee Xxxxxxxxx shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes not have been delivered to the Issuer resigning Custodian and the retiring TrusteeAdministrative Agent within 90 days after the giving of such notice of resignation, the Administrative Agent may appoint a successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer Xxxxxxxxx or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, resigning Custodian may petition any court of competent jurisdiction for at the appointment expense of the Borrower to appoint a successor TrusteeXxxxxxxxx. (e) Upon termination of this Agreement or resignation of the Custodian, the Borrower shall pay to the Custodian such compensation, and shall likewise reimburse the Custodian for its reasonable and documented costs, expenses and disbursements, as may be due as of the date of such termination or resignation (or removal, as the case may be) all in accordance with the Priority of Payments. All indemnifications in favor of the Custodian under this Agreement shall survive the termination of this Agreement, or any resignation or removal of the Custodian. (f) In the Issuer shall give notice event of each any resignation and each or removal of the Trustee and each appointment of a successor Trustee Custodian, the Custodian shall provide to the Holders in the manner provided for in Section 1.07. Each notice shall include the name Borrower a complete final report or data file transfer of any confidential information as of the successor Trustee and the address date of its Corporate Trust Officesuch resignation or removal.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No ------------------------------------------------- resignation or removal of the Certificate Trustee and no appointment of a successor Certificate Trustee pursuant to this Article shall become effective (i) until the acceptance of appointment by the successor Certificate Trustee under Section 6.09 and (ii) other than in accordance with the applicable requirements case of Section 6.10paragraph (b) below, unless a successor Certificate Trustee has been appointed and has accepted such appointment and the Delaware Trustee, the Note Issuer and the Originator has received written confirmation from each of the Rating Agencies that no lowering or withdrawal of the then current Ratings of any Series or Class of Certificates will result from such appointment. (cb) The Certificate Trustee may resign at any time in the case of a conflicting interest as determined in accordance with Section 6.07(b), with respect to one or more Series or Classes of Certificates, by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationOriginator, the Authorized Agents, the Note Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to and the resigning Trustee and a copy to the successor Note Trustee. If the an instrument of acceptance by a successor Certificate Trustee required by Section 6.10 with respect to such Series or Class or Classes of Certificates shall not have been delivered to the Originator and the Certificate Trustee within 30 days after the giving of such notice of resignation, the resigning Certificate Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor TrusteeCertificate Trustee with respect to such Series or Class or Series or Classes of Certificates. (dc) The Certificate Trustee may be removed at any time in the case of a conflicting interest as determined in accordance with Section 6.07(b), with respect to any Series or Class of Certificates, by Act of Certificateholders holding Certificates of such Series or Class representing not less than 51% of the Holders Outstanding Amount of the Certificates of that Series or Class delivered to the Certificate Trustee and to the Originator, the Note Issuer and the Note Trustee. (d) Upon 30 days' written notice, the Certificate Trustee (i) may resign with respect to the Certificates as a whole by giving such written notice to the Originator, the Delaware Trustee, the Authorized Agents, the Note Issuer and the Note Trustee or (ii) may be removed with respect to the Certificates as a whole by Act of Certificateholders holding Certificates representing not less than a majority in principal amount of the Outstanding Notes, Amount of Certificates of all the Series delivered to the Trustee Delaware Trustee, the Originator, the Note Issuer and to the Issuer 30 days prior to the removal’s effectivenessNote Trustee. If the an instrument of acceptance by a successor Certificate Trustee required by Section 6.10 with respect to the Certificates as a whole shall not have been delivered to the Originator, the Delaware Trustee, the Note Issuer and the Note Trustee within 30 90 days after the giving of such notice of removalresignation or Act by the Certificateholders as a whole for removal of the Certificate Trustee, the Delaware Trustee being removed or the Originator may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor TrusteeCertificate Trustee with respect to the Certificates as a whole. (e) If at any time: (1) the Certificate Trustee shall fail to comply with Section 310 of the Trust Indenture Act after written request therefor by the Originator or by any Holder of Certificates of any Series or Class affected thereby who has been a bona fide Holder of Certificates of such Series or Class for at least six months; or (2) the Certificate Trustee shall cease to be eligible under Section 6.07 and shall fail to resign after written request therefor by the Originator or by any Certificateholder; or (3) the Certificate Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Certificate Trustee or of its property shall be appointed or any public officer shall take charge or control of the Certificate Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any case, (i) the Originator may remove the Certificate Trustee with respect to any Series or Class of Certificates affected thereby or (ii) any Holder of Certificates of any Series or Class affected thereby who has been a bona fide Holder of Certificates of such Series or Class for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Certificate Trustee with respect to such Series or Class of Certificates and the appointment of a successor Certificate Trustee with respect to such Series or Class. (f) If a Responsible Officer of the Certificate Trustee shall have received written notice of an Avoidable Tax (as hereinafter defined) which has been or is likely to be asserted, the Certificate Trustee shall promptly notify the Originator and the Note Issuer thereof and shall, within 30 days of such notification, resign hereunder unless within such 30-day period the Certificate Trustee shall have received notice that either the Originator or the Note Issuer has agreed to pay such tax. In such event, the Originator (with the prior written approval of the Note Issuer) shall promptly appoint a successor Certificate Trustee in a jurisdiction where there are no Avoidable Taxes. As used herein, an "Avoidable Tax" means a state or local tax: (i) upon (w) the Trust, (x) the Trust Property, (y) the Certificateholders or (z) the Certificate Trustee for which the Certificate Trustee is entitled to seek reimbursement from the Trust Property, and (ii) which would be avoided if the Certificate Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if either the Originator or the Note Issuer shall agree to pay, and shall pay, such tax. (g) With respect to any Series or Class of Certificates, if the Certificate Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Certificate Trustee for any cause, the Issuer Originator (with the prior written approval of the Note Issuer) shall promptly appoint a successor Certificate Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancyvacancy with respect to any Series or Class of Certificates, a successor Certificate Trustee shall be appointed by Act of the Holders Certificateholders holding Certificates of such Series or Class representing not less than a majority in principal amount of the Outstanding Notes Amount of the Certificates of such Series or Class delivered to the Issuer Originator, the Note Trustee and the retiring Certificate Trustee, the successor Certificate Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Certificate Trustee with respect to such Series or Class and supersede the successor Certificate Trustee appointed by the Issueras provided above. If no successor Certificate Trustee shall have been so appointed by the Issuer or the Holders as provided above and accepted appointment in the manner hereinafter provided, the Trustee or any Holder of Certificates of any affected Series or Class who has been a bona fide Holder of a Note Certificates of such Series or Class for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeCertificate Trustee with respect to the affected Series or Class of Certificates. (fh) the Issuer The successor Certificate Trustee shall give notice of each the resignation and each removal of the Certificate Trustee and each appointment of a the successor Trustee Certificate Trustee, in each case with respect to any Series or Class of Certificates, by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of the affected Series or Class as their names and addresses appear in the manner provided for in Section 1.07Register and to each Rating Agency. Each notice shall include the name of the such successor Certificate Trustee and the address of its Corporate Trust Officethe corporate trust office of such successor Certificate Trustee. (i) The Originator shall notify the Rating Agencies of any resignation and removal of the Certificate Trustee and appointment of a successor Certificate Trustee under this Section 6.08.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article shall will become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.1011.10. (cb) The Indenture Trustee (in all capacities) and Xxxxx Fargo Bank, N.A. (in all capacities) may resign with respect to all, but not less than all, such capacities and all, but not less than all of the Outstanding Notes at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the an instrument of acceptance by a successor Trustee required by Section 6.10 Indenture Trustee, Calculation Agent, Paying Agent or Securities Intermediary shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee Indenture Trustee, Calculation Agent, Paying Agent or Securities Intermediary may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary. Written notice of resignation by the Indenture Trustee under this Indenture shall also constitute notice of resignation as Calculation Agent, Securities Intermediary, Paying Agent, Note Registrar and Custodian hereunder, to the extent the Indenture Trustee serves in such a capacity at the time of such resignation. (dc) The Indenture Trustee or Calculation Agent may be removed with respect to all Outstanding Notes at any time by Act Action of the Holders Majority Noteholders of not less than a majority in principal amount of the all Outstanding Notes, delivered to the Indenture Trustee and to the Issuer 30 days prior Issuer. Removal of the Indenture Trustee shall also constitute removal of the Calculation Agent, Securities Intermediary and Paying Agent hereunder, to the removal’s effectivenessextent the Indenture Trustee serves in such a capacity at the time of such resignation. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 or Calculation Agent shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of removal, the Indenture Trustee or Calculation Agent being removed may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee or Calculation Agent. (d) If at any time: (i) the Indenture Trustee ceases to be eligible under Section 11.8 and fails to resign after written request therefore by the Issuer or by any Noteholder; or (ii) the Indenture Trustee becomes incapable of acting with respect to any Series or Class of Notes; or (iii) the Indenture Trustee is adjudged bankrupt or insolvent or a receiver of the Indenture Trustee or of its property is appointed or any public officer takes charge or Control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Issuer may remove the Indenture Trustee, or (B) subject to Section 8.9, any Noteholder who has been a bona fide Noteholder of a Note for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resignor Calculation Agent resigns, be is removed or become becomes incapable of actingacting with respect to any Notes, or if a vacancy shall occur in the office of the Indenture Trustee or Calculation Agent for any cause, the Issuer shall Issuer, subject to the Administrative Agent’s consent, will promptly appoint a successor TrusteeIndenture Trustee or Calculation Agent. If, within one year after such resignation, removal or incapabilityincapacity, or the occurrence of such vacancy, a successor Indenture Trustee shall be or Calculation Agent is appointed by Act of the Holders Majority Noteholders of a majority in principal amount of the all Outstanding Notes Notes, delivered to the Issuer and the retiring TrusteeIndenture Trustee or Calculation Agent, the successor Indenture Trustee or Calculation Agent so appointed shallwill, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee or Calculation Agent and supersede the successor Indenture Trustee or Calculation Agent appointed by the Issuer. If no successor Indenture Trustee or Calculation Agent shall have been so appointed by the Issuer or the Holders Noteholders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder Noteholder who has been a bona fide Holder Noteholder of a Note for at least six (6) months may, on behalf of himself itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeIndenture Trustee or Calculation Agent. (f) the The Issuer shall will give written notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in the manner each Noteholder as provided for in Section 1.071.7 and to each Note Rating Agency that is then rating Outstanding Notes. To facilitate delivery of such notice, upon request by the Issuer, the Note Registrar shall provide to the Issuer a list of the relevant registered Noteholders. Each notice shall will include the name of the successor Indenture Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article 12 shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.1012.10 (Acceptance of Appointment by Successor Trustee). (cb) The Trustee may resign at any time and for any reason by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 12.10 (Acceptance of Appointment by Successor Trustee) shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (dc) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding NotesMajority Holders, upon notice delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectivenessIssuer. If the instrument of acceptance by a successor Trustee required by Section 6.10 12.10 (Acceptance of Appointment by Successor Trustee) shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) If at any time any of the following shall occur: (i) the Trustee shall cease to be eligible under Section 12.8 (Eligibility) and shall fail to resign after written request therefor by the Issuer or by any Holder of a Note; (ii) the Trustee shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iii) the Trustee have failed to eliminate a conflicting interest or to resign as required by Section 12.13; then, in any such case, (A) the Issuer by a resolution of its Board of Directors may remove the Trustee, or (B) any Holder who has been a bona fide Holder of a Note for at least six Months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of actingaction, or if a vacancy shall occur in the office of Trustee for any causereason, the Issuer Issuer, by a resolution of its Board of Directors, shall promptly appoint a successor Trustee and shall comply with the applicable requirements of Section 12.10 (Acceptance of Appointment by Successor Trustee). If, within one year 30 days after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be is appointed by Act of the Majority Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointmentappointment in accordance with the applicable requirements of Section 12.10 (Acceptance of Appointment by Successor Trustee), become the successor Trustee with respect to the Notes and to that extent supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and have accepted appointment in the manner hereinafter providedrequired by Section 12.10 (Acceptance of Appointment by Successor Trustee), the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) the The Issuer shall shall, at its own expense, give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the all Holders in the manner provided for in Section 1.0713.4(b) (Notices). Each notice required to be given pursuant to this Section 12.9(f) shall include the name of the successor Trustee and the address of its Corporate Trust Officeprincipal corporate trust office. (g) The successor Trustee will post or deliver to the Issuer and the TASE for the purpose of posting a notice of its succession on the official website of the TASE (xxxx://xxxx.xxxx.xx.xx or any successor website thereto), and the Issuer undertakes to post such notice of the successor Trustee should the successor Trustee not be able to do so.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10. (cb) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (dc) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (ed) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (fe) the Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of under Section 6.107.10. (cb) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such Issuer and by mailing notice of resignationresignation by first-class mail, postage prepaid, to Noteholders at their addresses appearing on the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeNote Register. (dc) The Trustee may be removed at any time by Act of the Holders holders of not less than a majority in principal amount of the then Outstanding Principal Amount of the Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (ed) If the Trustee shall resign, be removed removed, or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer Issuer, with the consent of the holders of 66-2/3% of the Outstanding Principal Amount of the Notes, by an act of the Issuer, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. . (e) If no successor Trustee shall have been so appointed by the Issuer or the Holders Noteholders as hereinbefore provided and accepted appointment in the manner hereinafter providedprovided within 30 days after any such resignation or removal, existence of incapability, or occurrence of such vacancy, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, Noteholder may petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) the The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders all Noteholders, as their names and addresses appear in the manner provided for in Section 1.07Note Register and each Rating Agency. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. (g) The Issuer may remove the Trustee if the Trustee fails to comply with Section 7.08 of this Indenture. (h) If the Trustee after written request by any Noteholder who has been a Noteholder for at least six months fails to comply with Section 310(b) of the Trust Indenture Act, such Noteholder may petition any court of competent jurisdiction, for the removal of the Trustee and the appointment of a successor Trustee.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10610. (cb) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee may shall comply with TIA Section 310(b); provided, however, that, there shall be removed at excluded from the operation of TIA Section 310(b)(1) any time by Act indenture or indentures under which other securities or certificates of interest or participation in other securities of the Holders of not less than a majority Issuer are outstanding if the requirements for such exclusion set forth in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by TIA Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee310(b)(1) are met. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) the The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07107. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, Notwithstanding anything to the extent and contrary contained in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. Agreement (including clauses (b) No and (c) below), no resignation or removal of the Trustee Collateral Administrator and no appointment of a successor Trustee Collateral Administrator pursuant to this Article XV shall become effective until the acceptance of such appointment by the successor Trustee in accordance with Collateral Administrator under Section 15.06 and the applicable requirements assumption by such successor Collateral Administrator of Section 6.10the duties and obligations of the Collateral Administrator hereunder. (cb) The Trustee Collateral Administrator may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationBorrower, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignationAdministrative Agent, the resigning Trustee may petition, at Collateral Manager and the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeLenders not less than 90 days prior to such resignation. (dc) The Trustee Collateral Administrator may be removed at any time by Act the Administrative Agent (i) upon ten (10) Business Days’ notice (with the prior written consent of the Holders Collateral Manager) or (ii) at any time if (A) an Event of not less than a majority in principal amount Default shall have occurred and be continuing, or (B) the Collateral Administrator shall become incapable of acting or shall become the subject of an Insolvency Event. Notice of any such removal shall be sent by the Administrative Agent to the Collateral Administrator, the Borrower, the Lenders and the Collateral Manager. (d) The Collateral Administrator may be removed at any time by the Collateral Manager upon ten (10) Business Days’ notice (with the prior written consent of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeAdministrative Agent). (e) If the Trustee Collateral Administrator shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee the Collateral Administrator for any causereason (other than resignation), the Issuer shall Borrower shall, promptly after becoming aware of such resignation, removal, incapacity or vacancy, appoint a successor Trustee. Ifcollateral administrator by written instrument, within executed by a Responsible Officer of the Borrower, one year after copy of which shall be delivered to the retiring Collateral Administrator and one copy to the successor Collateral Administrator, together with a copy to the Administrative Agent and the Lenders; provided that such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee Collateral Administrator shall be appointed by Act only upon the prior written consent of the Holders Administrative Agent (not to be unreasonably withheld, conditioned or delayed) and, so long as no Collateral Manager Default shall have occurred and be continuing, the Collateral Manager (in each case which consent shall not be unreasonably withheld, conditioned or delayed). In the case of a majority in principal amount resignation by the Collateral Administrator, if no successor Collateral Administrator shall have been appointed and an instrument of the Outstanding Notes acceptance by a successor Collateral Administrator shall not have been delivered to the Issuer resigning Collateral Administrator and the retiring TrusteeAdministrative Agent within 90 days after the giving of such notice of resignation, the Administrative Agent may appoint a successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer Xxxxxxxxxx Administrator or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, resigning Collateral Administrator may petition any court of competent jurisdiction for at the appointment expense of the Borrower to appoint a successor TrusteeCollateral Administrator. (f) the Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.106.10 hereof. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee Issuing Entity and a copy to the successor Trusteeeach Rating Agency. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (dc) The Indenture Trustee may be removed at any time by Act of the Holders representing more than 50% of not less than a majority in principal amount the Class Note Balance of the Outstanding Notes, by written notice delivered to the Indenture Trustee and to the Issuer 30 days prior Issuing Entity. (d) If at any time: (i) the Indenture Trustee shall have a conflicting interest prohibited by Section 6.07 hereof and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 hereof after written request therefor by the Issuing Entity or by any Noteholder; or (ii) the Indenture Trustee shall cease to be eligible under Section 6.08 hereof or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (x) the Owner Trustee, on behalf of the Issuing Entity, by a Trust Order, may remove the Indenture Trustee, and the Owner Trustee, on behalf of the Issuing Entity, by a Trust Order, shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee to vest in such successor Indenture Trustee any property, title, right or power deemed necessary or desirable, subject to the removal’s effectiveness. If other provisions of this Indenture; provided, however, if the instrument Owner Trustee, on behalf of acceptance by a successor Trustee required by Section 6.10 shall the Issuing Entity, does not have been delivered to the Trustee join in such appointment within 30 thirty (30) days after the giving receipt by it of such notice a request to do so, (either by reason of resignation or removal) or in case an Event of Default has occurred and is continuing, the Indenture Trustee being removed may petitionpetition a court of competent jurisdiction to make such appointment, or (y) subject to Section 5.15 hereof, and, in the case of a conflicting interest as described in clause (i) above, unless the Indenture Trustee’s duty to resign has been stayed as provided in TIA Section 310(b), any Noteholder who has been a bona fide Holder of a Note for at the expense least six (6) months may, on behalf of the Issuerhimself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months mayServicer, on behalf of himself and all others similarly situatedthe Issuing Entity, petition any court of competent jurisdiction for the appointment of by a Trust Order, shall promptly, appoint a successor TrusteeIndenture Trustee reasonably acceptable to the Sponsor. (f) The Servicer, on behalf of the Issuer Issuing Entity, shall give notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in of Notes [and the manner provided for in Section 1.07Swap Provider]. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article shall will become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.1011.9. (cb) The Indenture Trustee (in all capacities) and Xxxxx Fargo Bank, N.A. (in all capacities) may resign with respect to all, but not less than all, such capacities and all, but not less than all of the Outstanding Notes at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the an instrument of acceptance by a successor Trustee required by Section 6.10 Indenture Trustee, Calculation Agent, Paying Agent or Securities Intermediary shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee Indenture Trustee, Calculation Agent, Paying Agent or Securities Intermediary may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary. Written notice of resignation by the Indenture Trustee under this Indenture shall also constitute notice of resignation as Calculation Agent, Securities Intermediary, Paying Agent, Note Registrar and Custodian hereunder, to the extent the Indenture Trustee serves in such a capacity at the time of such resignation. (dc) The Indenture Trustee or Calculation Agent may be removed with respect to all Outstanding Notes at any time by Act Action of the Holders Majority Noteholders of not less than a majority in principal amount of the all Outstanding Notes, delivered to the Indenture Trustee and to the Issuer 30 days prior Issuer. Removal of the Indenture Trustee shall also constitute removal of the Calculation Agent, Securities Intermediary and Paying Agent hereunder, to the removal’s effectivenessextent the Indenture Trustee serves in such a capacity at the time of such resignation. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 or Calculation Agent shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of removal, the Indenture Trustee or Calculation Agent being removed may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee or Calculation Agent. (d) If at any time: (i) the Indenture Trustee ceases to be eligible under Section 11.7 and fails to resign after written request therefore by the Issuer or by any Noteholder; or (ii) the Indenture Trustee becomes incapable of acting with respect to any Series or Class of Notes; or (iii) the Indenture Trustee is adjudged bankrupt or insolvent or a receiver of the Indenture Trustee or of its property is appointed or any public officer takes charge or Control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Issuer may remove the Indenture Trustee, or (B) subject to Section 8.9, any Noteholder who has been a bona fide Noteholder of a Note for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resignor Calculation Agent resigns, be is removed or become becomes incapable of actingacting with respect to any Notes, or if a vacancy shall occur in the office of the Indenture Trustee or Calculation Agent for any cause, the Issuer shall Issuer, subject to the Administrative Agent’s consent, will promptly appoint a successor TrusteeIndenture Trustee or Calculation Agent. If, within one year after such resignation, removal or incapabilityincapacity, or the occurrence of such vacancy, a successor Indenture Trustee shall be or Calculation Agent is appointed by Act of the Holders Majority Noteholders of a majority in principal amount of the all Outstanding Notes Notes, delivered to the Issuer and the retiring TrusteeIndenture Trustee or Calculation Agent, the successor Indenture Trustee or Calculation Agent so appointed shallwill, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee or Calculation Agent and supersede the successor Indenture Trustee or Calculation Agent appointed by the Issuer. If no successor Indenture Trustee or Calculation Agent shall have been so appointed by the Issuer or the Holders Noteholders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder Noteholder who has been a bona fide Holder Noteholder of a Note for at least six (6) months may, on behalf of himself itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeIndenture Trustee or Calculation Agent. (f) the The Issuer shall will give written notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in the manner each Noteholder as provided for in Section 1.071.7 and to each Note Rating Agency that is then rating Outstanding Notes. To facilitate delivery of such notice, upon request by the Issuer, the Note Registrar shall provide to the Issuer a list of the relevant registered Noteholders. Each notice shall will include the name of the successor Indenture Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, Notwithstanding anything to the extent and contrary contained in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. Agreement (including clauses (b) No and (c) below), no resignation or removal of the Trustee Collateral Administrator and no appointment of a successor Trustee Collateral Administrator pursuant to this Article XV shall become effective until the acceptance of such appointment by the successor Trustee in accordance with Collateral Administrator under Section 15.06 and the applicable requirements assumption by such successor Collateral Administrator of Section 6.10the duties and obligations of the Collateral Administrator hereunder. (cb) The Trustee Collateral Administrator may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationBorrower, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignationAdministrative Agent, the resigning Trustee may petition, at Collateral Manager and the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeLenders not less than thirty (30) days prior to such resignation. (dc) The Trustee Collateral Administrator may be removed at any time by Act the Administrative Agent (i) upon thirty (30) days’ notice (with the prior written consent of the Holders Collateral Manager) or (ii) at any time if (A) an Event of not less than a majority in principal amount Default shall have occurred and be continuing, or (B) the Collateral Administrator shall become incapable of acting or shall become the subject of an Insolvency Event. Notice of any such removal shall be sent by the Administrative Agent to the Collateral Administrator, the Borrower, the Lenders and the Collateral Manager. (d) The Collateral Administrator may be removed at any time by the Collateral Manager upon thirty (30) days’ notice (with the prior written consent of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeAdministrative Agent). (e) If the Trustee Collateral Administrator shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee the Collateral Administrator for any causereason (other than resignation), the Issuer shall Borrower shall, promptly after becoming aware of such resignation, removal, incapacity or vacancy, appoint a successor Trustee. Ifcollateral administrator by written instrument, within executed by a Responsible Officer of the Borrower, one year after copy of which shall be delivered to the retiring Collateral Administrator and one copy to the successor Collateral Administrator, together with a copy to the Administrative Agent and the Lenders; provided that such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee Collateral Administrator shall be appointed by Act only upon the prior written consent of the Holders Administrative Agent (not to be unreasonably withheld, conditioned or delayed) and, so long as no Collateral Manager Default shall have occurred and be continuing, the Collateral Manager (in each case which consent shall not be unreasonably withheld, conditioned or delayed). In the case of a majority in principal amount resignation by the Collateral Administrator, if no successor Collateral Administrator shall have been appointed and an instrument of the Outstanding Notes acceptance by a successor Collateral Administrator shall not have been delivered to the Issuer resigning or removed Collateral Administrator and the retiring TrusteeAdministrative Agent within thirty (30) days after the giving of such notice of resignation or removal, the Administrative Agent may appoint a successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer Collateral Administrator or the Holders and accepted appointment in the manner hereinafter provided, the Trustee resigning or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, removed Collateral Administrator may petition any court of competent jurisdiction for at the appointment expense of the Borrower to appoint a successor TrusteeCollateral Administrator. (f) the Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, Notwithstanding anything to the extent and contrary contained in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. Agreement (including clauses (b) No and (c) below), no resignation or removal of the Trustee Collateral Administrator and no appointment of a successor Trustee Collateral Administrator pursuant to this Article XIII shall become effective until the acceptance of such appointment by the successor Trustee in accordance with Collateral Administrator under this Section 13.06 and the applicable requirements assumption by such successor Collateral Administrator of Section 6.10the duties and obligations of the Collateral Administrator hereunder. (cb) The Trustee Collateral Administrator may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationBorrower, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignationServicer, the resigning Trustee may petition, at Lenders and the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeAdministrative Agent not less than 90 days prior to such resignation. (dc) The Trustee Collateral Administrator may be removed at any time by Act the Administrative Agent (i) upon ten (10) Business Days’ notice (with the prior written consent of the Holders Servicer) or (ii) at any time if (A) an Event of not less than a majority in principal amount Default shall have occurred and be continuing, or (B) the Collateral Administrator shall become incapable of acting or shall become the Outstanding Notes, delivered subject of an Insolvency Proceeding. Notice of any such removal shall be sent by the Administrative Agent to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removalCollateral Administrator, the Trustee being removed may petitionBorrower, at the expense of Lenders and the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeServicer. (ed) If the Trustee Collateral Administrator shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee the Collateral Administrator for any causereason (other than resignation), the Issuer shall Borrower shall, promptly after becoming aware of such resignation, removal, incapacity or vacancy, appoint a successor Trustee. IfCollateral Administrator by written instrument, within executed by a Responsible Officer of the Borrower, one year after copy of which shall be delivered to the retiring Collateral Administrator and one copy to the successor Collateral Administrator, together with a copy to the Administrative Agent; provided that such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee Collateral Administrator shall be appointed by Act only upon the prior written consent of the Holders Administrative Agent. In the case of a majority in principal amount resignation by the Collateral Administrator, if no successor Collateral Administrator shall have been appointed and an instrument of the Outstanding Notes acceptance by a successor Collateral Administrator shall not have been delivered to the Issuer resigning Collateral Administrator and the retiring TrusteeAdministrative Agent within 90 days after the giving of such notice of resignation, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months Administrative Agent may, on behalf with the consent of himself and all others similarly situatedthe Borrower, petition any court of competent jurisdiction for the appointment of appoint a successor TrusteeCollateral Administrator. (f) the Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee or the Collateral Agent and no appointment of a successor Trustee or successor Collateral Agent pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee or successor Collateral Agent, as applicable, in accordance with the applicable requirements of Section 6.10610. (cb) The Trustee and the Collateral Agent may resign at any time by giving 30 days’ prior written notice thereof within 30 days of such resignation to the IssuerCompany. Upon receiving such notice of resignation, the Issuer Company shall promptly appoint a successor trustee or successor collateral agent, as applicable, by written instrumentinstrument executed by authority of the Board of Directors, a copy of which shall be delivered to the resigning Trustee or resigning Collateral Agent, as applicable, and a copy to the successor TrusteeTrustee or successor Collateral Agent, as applicable. If the instrument of acceptance by a successor Trustee or successor Collateral Agent, as applicable, required by Section 6.10 610 shall not have been delivered to the Trustee or the Collateral Agent, as applicable, within 30 days after the giving of such notice of resignation, the resigning Trustee or resigning Collateral Agent, as applicable, may petition, at the expense of the IssuerCompany, any court of competent jurisdiction for the appointment of a successor TrusteeTrustee or successor Collateral Agent, as applicable. (dc) The Trustee or the Collateral Agent may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee Trustee, the Collateral Agent and to the Issuer 30 days prior to the removal’s effectivenessCompany. If the instrument of acceptance by a successor Trustee or successor Collateral Agent, as applicable, required by Section 6.10 610 shall not have been delivered to the Trustee or the Collateral Agent, as applicable, within 30 days after the giving of such notice of removalresignation, the resigning Trustee being removed or resigning Collateral Agent, as applicable, may petition, at the expense of the IssuerCompany and the Guarantors, any court of competent jurisdiction for the appointment of a successor TrusteeTrustee or successor Collateral Agent, as applicable. (d) The Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. (e) If the Trustee or the Collateral Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee or Collateral Agent for any cause, the Issuer Company, by a Board Resolution, shall promptly appoint a successor TrusteeTrustee or successor Collateral Agent, as applicable. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee or successor Collateral Agent, as applicable, shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer Company and the retiring TrusteeTrustee or retiring Collateral Agent, as applicable, the successor Trustee or successor Collateral Agent, as applicable, so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee or successor Collateral Agent, as applicable, and supersede the successor Trustee or successor Collateral Agent, as applicable, appointed by the IssuerCompany. If no successor Trustee or successor Collateral Agent, as applicable, shall have been so appointed by the Issuer Company or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee or successor Collateral Agent, as applicable. (f) the Issuer The Company shall give notice of each resignation and each removal of the Trustee or the Collateral Agent and each appointment of a successor Trustee or successor Collateral Agent to the Holders in the manner provided for in Section 1.07107. Each notice shall include the name of the successor Trustee or successor Collateral Agent, as applicable, and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article shall will become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.1011.10. (cb) The Indenture Trustee (in all capacities) and The Bank of New York Mellon (in all capacities) may resign with respect to all, but not less than all, such capacities and all, but not less than all of the Outstanding Notes at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the an instrument of acceptance by a successor Trustee required by Section 6.10 Indenture Trustee, Calculation Agent, Paying Agent or Securities Intermediary shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee Indenture Trustee, Calculation Agent, Paying Agent or Securities Intermediary may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary. Written notice of resignation by the Indenture Trustee under this Indenture shall also constitute notice of resignation as Calculation Agent, Securities Intermediary, Paying Agent, Note Registrar and Custodian hereunder, to the extent the Indenture Trustee serves in such a capacity at the time of such resignation. (dc) The Indenture Trustee or Calculation Agent may be removed with respect to all Outstanding Notes at any time by Act Action of the Holders Majority Noteholders of not less than a majority in principal amount of the all Outstanding Notes, delivered to the Indenture Trustee and to the Issuer 30 days prior Issuer. Removal of the Indenture Trustee shall also constitute removal of the Calculation Agent, Securities Intermediary and Paying Agent hereunder, to the removal’s effectivenessextent the Indenture Trustee serves in such a capacity at the time of such resignation. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 or Calculation Agent shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of removal, the Indenture Trustee or Calculation Agent being removed may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee or Calculation Agent. (d) If at any time: (i) the Indenture Trustee ceases to be eligible under Section 11.8 and fails to resign after written request therefore by the Issuer or by any Noteholder; or (ii) the Indenture Trustee becomes incapable of acting with respect to any Series or Class of Notes; or (iii) the Indenture Trustee is adjudged bankrupt or insolvent or a receiver of the Indenture Trustee or of its property is appointed or any public officer takes charge or Control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Issuer may remove the Indenture Trustee, or (B) subject to Section 8.9, any Noteholder who has been a bona fide Noteholder of a Note for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resignor Calculation Agent resigns, be is removed or become becomes incapable of actingacting with respect to any Notes, or if a vacancy shall occur in the office of the Indenture Trustee or Calculation Agent for any cause, the Issuer shall Issuer, subject to the Administrative Agent’s consent, will promptly appoint a successor TrusteeIndenture Trustee or Calculation Agent. If, within one year after such resignation, removal or incapabilityincapacity, or the occurrence of such vacancy, a successor Indenture Trustee shall be or Calculation Agent is appointed by Act of the Holders Majority Noteholders of a majority in principal amount of the all Outstanding Notes Notes, delivered to the Issuer and the retiring TrusteeIndenture Trustee or Calculation Agent, the successor Indenture Trustee or Calculation Agent so appointed shallwill, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee or Calculation Agent and supersede the successor Indenture Trustee or Calculation Agent appointed by the Issuer. If no successor Indenture Trustee or Calculation Agent shall have been so appointed by the Issuer or the Holders Noteholders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder Noteholder who has been a bona fide Holder Noteholder of a Note for at least six (6) months may, on behalf of himself itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeIndenture Trustee or Calculation Agent. (f) the The Issuer shall will give written notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in the manner each Noteholder as provided for in Section 1.071.7 and to each Note Rating Agency that is then rating Outstanding Notes. To facilitate delivery of such notice, upon request by the Issuer, the Note Registrar shall provide to the Issuer a list of the relevant registered Noteholders. Each notice shall will include the name of the successor Indenture Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee Note Collateral Agent and no appointment of a successor Trustee Note Collateral Agent pursuant to this Article Thirteen shall become effective until the acceptance of appointment by the successor Trustee Note Collateral Agent in accordance with the applicable requirements of Section 6.101306. (cb) The Trustee Note Collateral Agent may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee Note Collateral Agent required by Section 6.10 1306 shall not have been delivered to the Trustee Note Collateral Agent within 30 days after the giving of such notice of resignation, the resigning Trustee Note Collateral Agent may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeNote Collateral Agent. (dc) The Trustee Note Collateral Agent may be removed at any time by Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesSecurities, delivered to the Trustee Note Collateral Agent and to the Issuer 30 days prior to the removal’s effectivenessIssuer. If the instrument of acceptance by a successor Trustee Note Collateral Agent required by Section 6.10 1306 shall not have been delivered to the Trustee Note Collateral Agent within 30 days after the giving of such notice of removal, the Trustee being removed Note Collateral Agent designated for removal may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeNote Collateral Agent. (d) If at any time: (1) the Note Collateral Agent shall cease to be eligible under Section 1304 and shall fail to resign after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, or (2) the Note Collateral Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Note Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Note Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Issuer, by a Board Resolution (or by a resolution of a duly authorized committee of the Board of Directors of the Issuer), may remove the Note Collateral Agent or (ii) the Holders of at least 10% in aggregate principal amount of the then Outstanding Securities who have been bona fide Holders of a Security for at least six months may, on behalf of themselves and all others similarly situated, petition any court of competent jurisdiction for the removal of the Note Collateral Agent and the appointment of a successor Note Collateral Agent. (e) If the Trustee Note Collateral Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee Note Collateral Agent for any cause, the Issuer Issuer, by a Board Resolution, shall promptly appoint a successor TrusteeNote Collateral Agent. If, within one year If the Issuer does not promptly appoint a successor Note Collateral Agent after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee Note Collateral Agent shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Notes Securities delivered to the Issuer and the retiring TrusteeNote Collateral Agent. In either case, the successor Trustee Note Collateral Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee Note Collateral Agent and supersede the successor Trustee Note Collateral Agent appointed by the Issuer. If no successor Trustee Note Collateral Agent shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeNote Collateral Agent. (f) the The Issuer shall give notice of each resignation and each removal of the Trustee Note Collateral Agent and each appointment of a successor Trustee Note Collateral Agent to the Holders of Securities in the manner provided for in Section 1.07106. Each notice shall include the name of the successor Trustee Note Collateral Agent and its address for notices hereunder. (g) The retiring Note Collateral Agent shall not be liable for any of the address acts or omissions of its Corporate Trust Officeany successor Note Collateral Agent appointed hereunder.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee trustee pursuant to this Article X shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of trustee under Section 6.1010.10 hereof. (cb) The Trustee Trustee, or any trustee or trustees hereafter appointed, may resign at any time by giving 30 days’ prior written notice thereof of resignation to the IssuerDepositor and by mailing notice of resignation by first-class mail, postage prepaid, to the Certificate Insurer and the Owners at their addresses appearing on the Register; provided, that the Trustee cannot resign solely for the failure to receive the Trustee Fee. A copy of such notice shall be sent by the resigning Trustee to the Rating Agencies. Upon receiving such notice of resignation, the Issuer Depositor shall promptly appoint a successor trustee or trustees acceptable to the Certificate Insurer (or, if no Class A Certificates are then outstanding, to the Owners of a majority in Percentage Interest of the Class B Certificates then Outstanding) by written instrument, a in duplicate, executed on behalf of the Trust by an Authorized Officer of ContiMortgage, one copy of which instrument shall be delivered to the Trustee so resigning Trustee and a one copy to the successor Trusteetrustee or trustees. If the instrument of acceptance by a no successor Trustee required by Section 6.10 trustee shall not have been delivered to the Trustee appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trusteetrustee, or any Owner may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and appropriate, appoint a successor trustee. (c) If at any time the Trustee shall cease to be eligible under Section 10.08 hereof and shall fail to resign after written request therefor by the Depositor or the Certificate Insurer, the Certificate Insurer or the Depositor with the consent of the Certificate Insurer may remove the Trustee and appoint a successor trustee acceptable to the Certificate Insurer by written instrument, in duplicate, executed on behalf of the Trust by an Authorized Officer of the Depositor, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. (d) The Trustee Owners of a majority of the Percentage Interests represented by the Class A Certificates with the consent of the Certificate Insurer or, if there are no Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class B Certificates, may be removed at any time remove the Trustee and appoint a successor trustee acceptable to the Certificate Insurer by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered delivering to the Trustee to be removed, to the successor trustee so appointed, to the Depositor, to the Certificate Insurer and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense Servicer copies of the Issuerrecord of the act taken by the Owners, any court of competent jurisdiction as provided for the appointment of a successor Trusteein Section 11.03 hereof. (e) If the Trustee fails to perform its duties in accordance with the terms of this Agreement, or becomes ineligible pursuant to Section 10.08 to serve as Trustee, the Certificate Insurer may remove the Trustee and appoint a successor trustee by written instrument, in triplicate, signed by the Certificate Insurer duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor Trustee so appointed. (f) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any cause, the Issuer ContiMortgage shall promptly appoint a successor Trusteetrustee acceptable to the Certificate Insurer. If, If within one year after such resignation, removal or incapability, incapability or the occurrence of such vacancy, a successor Trustee trustee shall be appointed by Act act of the Holders Certificate Insurer or the Owners of a majority in principal amount of the Percentage Interests represented by the Class A Certificates then Outstanding Notes delivered to with the Issuer and consent of the retiring TrusteeCertificate Insurer, or, if there are no Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class B Certificates, the successor Trustee trustee so appointed shall, shall forthwith upon its acceptance of such appointment, appointment become the successor Trustee trustee and supersede the successor Trustee trustee appointed by the IssuerDepositor. If no successor Trustee trustee shall have been so appointed by the Issuer Depositor or the Holders Owners and shall have accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months Owner may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trusteetrustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (fg) the Issuer The Depositor shall give notice of each resignation and each any removal of the Trustee and each appointment by mailing notice of a successor Trustee such event by first-class mail, postage prepaid, to the Holders Certificate Insurer, the Rating Agencies and to the Owners as their names and addresses appear in the manner provided for in Section 1.07Register. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Officecorporate trust office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.106.10 hereof. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee Issuing Entity and a copy to the successor Trusteeeach Rating Agency. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (dc) The Indenture Trustee may be removed at any time by Act of the Holders representing more than 50% of not less than a majority in principal amount the Class Note Balance of the Outstanding Notes, by written notice delivered to the Indenture Trustee and to the Issuer 30 days prior Issuing Entity. (d) If at any time: (i) the Indenture Trustee shall have a conflicting interest prohibited by Section 6.07 hereof and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 hereof after written request therefor by the Issuing Entity or by any Noteholder; or (ii) the Indenture Trustee shall cease to be eligible under Section 6.08 hereof or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (x) the Owner Trustee, on behalf of the Issuing Entity, by a Trust Order, may remove the Indenture Trustee, and the Owner Trustee, on behalf of the Issuing Entity, by a Trust Order, shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee to vest in such successor Indenture Trustee any property, title, right or power deemed necessary or desirable, subject to the removal’s effectiveness. If other provisions of this Indenture; provided, however, if the instrument Owner Trustee, on behalf of acceptance by a successor Trustee required by Section 6.10 shall the Issuing Entity, does not have been delivered to the Trustee join in such appointment within 30 thirty (30) days after the giving receipt by it of such notice a request to do so, (either by reason of resignation or removal) or in case an Event of Default has occurred and is continuing, the Indenture Trustee being removed may petitionpetition a court of competent jurisdiction to make such appointment, or (y) subject to Section 5.15 hereof, and, in the case of a conflicting interest as described in clause (i) above, unless the Indenture Trustee’s duty to resign has been stayed as provided in TIA Section 310(b), any Noteholder who has been a bona fide Holder of a Note for at the expense least six (6) months may, on behalf of the Issuerhimself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months mayServicer, on behalf of himself and all others similarly situatedthe Issuing Entity, petition any court of competent jurisdiction for the appointment of by a Trust Order, shall promptly, appoint a successor TrusteeIndenture Trustee reasonably acceptable to the Sponsor. (f) The Servicer, on behalf of the Issuer Issuing Entity, shall give notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in the manner provided for in Section 1.07of Notes. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.10. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrumentNote Insurer, a copy of which shall be delivered to each Rating Agency, and the resigning Trustee and a copy to the successor TrusteeServicer. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. Any successor Indenture Trustee must be approved by the Note Insurer and the Rating Agencies. (dc) The Indenture Trustee may be removed at any time by Act the Note Insurer or, with the consent of the Holders of not less than a majority in principal amount of the Outstanding NotesNote Insurer, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders representing more than 50% of a majority in principal amount the Note Balance of the Outstanding Notes of both Classes, delivered to the Indenture Trustee and to the Issuer. (d) If at any time: (i) the Indenture Trustee shall have a conflicting interest prohibited by Section 6.07 and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 after written request therefor by the Issuer or by any Noteholder; or (ii) the Indenture Trustee shall cease to be eligible under Section 6.08 or shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (i) the Issuer by an Issuer Order, with the consent of the Note Insurer, may remove the Indenture Trustee, and the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee acceptable to the Note Insurer and to vest in such successor Indenture Trustee any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Indenture; PROVIDED, HOWEVER, if the Issuer and the retiring TrusteeNote Insurer do not join in such appointment within fifteen (15) days after the receipt by it of a request to do so, or in case an Event of Default has occurred and is continuing, the successor Indenture Trustee so appointed shall, forthwith upon its acceptance may petition a court of competent jurisdiction to make such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment (ii) subject to Section 5.15, and, in the manner hereinafter providedcase of a conflicting interest as described in clause (1) above, unless the Indenture Trustee's duty to resign has been stayed as provided in TIA Section 310(b), the Trustee Note Insurer or any Holder Noteholder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, with the consent of the Note Insurer, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer, by an Issuer Order, shall promptly appoint a successor Indenture Trustee acceptable to the Note Insurer and the Rating Agencies. If within one year after such resignation, removal or incapability or the occurrence of such vacancy a successor Indenture Trustee shall be appointed by the Note Insurer or, with the consent of the Note Insurer, by Act of the Holders of Notes representing more than 50% of the Note Balance of the Outstanding Notes of both Classes delivered to the Issuer and the retiring Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee (subject to approval by the Rating Agencies) and supersede the successor Indenture Trustee appointed by the Issuer. If no successor Indenture Trustee shall have been so appointed by the Issuer, the Note Insurer or Noteholders and shall have accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, with the consent of the Note Insurer and the Rating Agencies, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) the The Issuer shall give notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in of Notes and the manner provided for in Section 1.07Note Insurer. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.106.10 hereof. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationTrust, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee Note Insurer and a copy to the successor Trusteeeach Rating Agency. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (dc) The Indenture Trustee may be removed at any time by the Note Insurer or, with the consent of the Note Insurer, by Act of the Holders representing more than 50% of not less than a majority in principal amount the Note Principal Balance of the Outstanding NotesNotes of both of the Classes, by written notice delivered to the Indenture Trustee and to the Issuer 30 days prior Trust. (d) If at any time: (i) the Indenture Trustee shall have a conflicting interest prohibited by Section 6.07 hereof and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 hereof after written request therefor by the Trust or by any Noteholder; or (ii) the Indenture Trustee shall cease to be eligible under Section 6.08 hereof or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (x) the Owner Trustee, on behalf of the Trust, by a Trust Order, with the consent of the Note Insurer, may remove the Indenture Trustee, and the Owner Trustee, on behalf of the Trust, by a Trust Order, shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee acceptable to the removal’s effectiveness. If the instrument of acceptance by a Note Insurer and to vest in such successor Indenture Trustee required by Section 6.10 shall not have been delivered any property, title, right or power deemed necessary or desirable, subject to the Trustee other provisions of this Indenture; provided, however, if the Owner Trustee, on behalf of the Trust, and the Note Insurer do not join in such appointment within 30 fifteen (15) days after the giving receipt by it of such notice a request to do so, or in case an Event of removalDefault has occurred and is continuing, the Indenture Trustee being removed may petitionpetition a court of competent jurisdiction to make such appointment, or (y) subject to Section 5.15 hereof, and, in the case of a conflicting interest as described in clause (i) above, unless the Indenture Trustee's duty to resign has been stayed as provided in TIA Section 310(b), the Note Insurer or any Noteholder who has been a bona fide Holder of a Note for at least six (6) months may, on behalf of himself and all others similarly situated, with the expense consent of the IssuerNote Insurer, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer Owner Trustee, on behalf of the Trust, by a Trust Order, shall promptly appoint a successor TrusteeIndenture Trustee acceptable to the Note Insurer. If, If within one (1) year after such resignation, removal or incapability, incapability or the occurrence of such vacancy, vacancy a successor Indenture Trustee shall be appointed by the Note Insurer or, with the consent of the Note Insurer, by Act of the Holders of a majority in principal amount Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes of both of the Classes delivered to the Issuer Trust and the retiring Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee and supersede the successor predecessor Indenture Trustee appointed by the IssuerTrust. If no successor Indenture Trustee shall have been so appointed by the Issuer Trust, the Note Insurer or the Holders Noteholders and shall have accepted appointment in the manner hereinafter provided, the Trustee or any Holder Noteholder who has been a bona fide Holder of a Note for at least six (6) months may, on behalf of himself and all others similarly situated, with the consent of the Note Insurer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) The Servicer, on behalf of the Issuer Trust, shall give notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in of Notes, the manner provided for in Section 1.07Rating Agencies and the Note Insurer. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article shall will become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.1011.10. (cb) The Indenture Trustee (in all capacities) and Xxxxx Fargo Bank, N.A. (in all capacities) may resign with respect to all, but not less than all, such capacities and all, but not less than all of the Outstanding Notes at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the an instrument of acceptance by a successor Trustee required by Section 6.10 Indenture Trustee, Calculation Agent, Paying Agent or Securities Intermediary shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee Indenture Trustee, Calculation Agent, Paying Agent or Securities Intermediary may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary. Written notice of resignation by the Indenture Trustee under this Indenture shall also constitute notice of resignation as Calculation Agent, Securities Intermediary, Paying Agent, Note Registrar and Custodian hereunder, to the extent the Indenture Trustee serves in such a capacity at the time of such resignation. (dc) The Indenture Trustee or Calculation Agent may be removed with respect to all Outstanding Notes at any time by Act Action of the Holders Majority Noteholders of not less than a majority in principal amount of the all Outstanding Notes, delivered to the Indenture Trustee and to the Issuer 30 days prior Issuer. Removal of the Indenture Trustee shall also constitute removal of the Calculation Agent, Securities Intermediary and Paying Agent hereunder, to the removal’s effectivenessextent the Indenture Trustee serves in such a capacity at the time of such resignation. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 or Calculation Agent shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of removal, the Indenture Trustee or Calculation Agent being removed may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee or Calculation Agent. (d) If at any time: (i) the Indenture Trustee ceases to be eligible under Section 11.8 and fails to resign after written request therefore by the Issuer or by any Noteholder; or (ii) the Indenture Trustee becomes incapable of acting with respect to any Series or Class of Notes; or (iii) the Indenture Trustee is adjudged bankrupt or insolvent or a receiver of the Indenture Trustee or of its property is appointed or any public officer takes charge or Control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Issuer may remove the Indenture Trustee, or (B) subject to Section 8.9, any Noteholder who has been a bona fide Noteholder of a Note for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resignor Calculation Agent resigns, be is removed or become becomes incapable of actingacting with respect to any Notes, or if a vacancy shall occur in the office of the Indenture Trustee or Calculation Agent for any cause, the Issuer shall Issuer, subject to the Administrative Agent's consent, will promptly appoint a successor TrusteeIndenture Trustee or Calculation Agent. If, within one year after such resignation, removal or incapabilityincapacity, or the occurrence of such vacancy, a successor Indenture Trustee shall be or Calculation Agent is appointed by Act of the Holders Majority Noteholders of a majority in principal amount of the all Outstanding Notes Notes, delivered to the Issuer and the retiring TrusteeIndenture Trustee or Calculation Agent, the successor Indenture Trustee or Calculation Agent so appointed shallwill, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee or Calculation Agent and supersede the successor Indenture Trustee or Calculation Agent appointed by the Issuer. If no successor Indenture Trustee or Calculation Agent shall have been so appointed by the Issuer or the Holders Noteholders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder Noteholder who has been a bona fide Holder Noteholder of a Note for at least six (6) months may, on behalf of himself itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeIndenture Trustee or Calculation Agent. (f) the The Issuer shall will give written notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in the manner each Noteholder as provided for in Section 1.071.7 and to each Note Rating Agency that is then rating Outstanding Notes. To facilitate delivery of such notice, upon request by the Issuer, the Note Registrar shall provide to the Issuer a list of the relevant registered Noteholders. Each notice shall will include the name of the successor Indenture Trustee and the address of its principal Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b1) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10. (c2) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor TrusteeCompany. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 60 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the IssuerCompany, any court of competent jurisdiction for the appointment of a successor Trustee. (d3) The Trustee may be removed at any time by an Act of the Holders of not less than a majority in principal amount of the Outstanding NotesSecurities, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectivenessCompany. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 60 days after the giving of such notice of removal, the removed Trustee being removed may petition, at the expense of the IssuerCompany, any court of competent jurisdiction for the appointment of a successor Trustee. (e4) The Trustee may be removed at any time by the Company and the Company may appoint a successor Trustee pursuant to this Article, provided, that (i) there is not an Event of Default that is continuing at the time of removal, (ii) the successor Trustee appointed by the Company meets the eligibility requirements of Section 6.8, and (iii) such removal and resignation shall not become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 60 days after the giving of such notice of removal, the removed Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. (5) If at any time: (i) the Trustee shall cease to be eligible under Section 6.8 and shall fail to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or (ii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 5.14, any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (6) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede shall comply with the successor Trustee appointed by the Issuerapplicable requirements of this Section and Section 6.10. If no successor Trustee shall have been so appointed by the Issuer Company or the Holders and accepted appointment in the manner hereinafter providedrequired by this Section and Section 6.10, the Trustee or any Holder of a Security who has been a bona fide Holder of a Note Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f7) the Issuer The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the all Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office1.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Certificate Trustee and no appointment of a successor Certificate Trustee pursuant to this Article shall become effective (i) until the acceptance of appointment by the successor Certificate Trustee under Section 6.09 and (ii) other than in accordance with the applicable requirements case of Section 6.10paragraph (b) below, unless a successor Certificate Trustee has been appointed and has accepted such appointment and the Rating Agency Condition shall have been satisfied. (cb) The Certificate Trustee may resign at any time in the case of a conflicting interest as determined in accordance with Section 6.07(b) by giving 30 days’ prior written notice thereof to the Certificate Issuer. Upon receiving such notice of resignation, the Authorized Agents, the Note Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to and the resigning Trustee and a copy to the successor Note Trustee. If the an instrument of acceptance by a successor Certificate Trustee required by Section 6.10 shall not have been delivered to the Certificate Issuer and the Certificate Trustee within 30 days after the giving of such notice of resignation, the resigning Certificate Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Certificate Trustee. (dc) The Certificate Trustee may be removed at any time in the case of a conflicting interest as determined in accordance with Section 6.07(b) by Act of Certificateholders holding Certificates representing not less than 51 percent of the Holders Outstanding Amount of the Certificates delivered to the Certificate Trustee and to the Certificate Issuer, the Note Issuer and the Note Trustee. (d) Upon 30 days' written notice, the Certificate Trustee (i) may resign with respect to the Certificates as a whole by giving such written notice to the Certificate Issuer, the Authorized Agents, the Note Issuer and the Note Trustee or (ii) may be removed with respect to the Certificates as a whole by Act of Certificateholders holding Certificates representing not less than a majority in principal amount of the Outstanding Notes, Amount of Certificates delivered to the Trustee Certificate Issuer, the Note Issuer and to the Issuer 30 days prior to the removal’s effectivenessNote Trustee. If the an instrument of acceptance by a successor Certificate Trustee required by Section 6.10 with respect to the Certificates as a whole shall not have been delivered to the Certificate Issuer, the Note Issuer and the Note Trustee within 30 90 days after the giving of such notice of removalresignation or Act by the Certificateholders as a whole for removal of the Certificate Trustee, the Trustee being removed Certificate Issuer or the Note Issuer may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor TrusteeCertificate Trustee with respect to the Certificates as a whole. (e) If at any time: (i) the Certificate Trustee shall fail to comply with Section 310 of the Trust Indenture Act after written request therefor by the Certificate Issuer or by the Note Issuer or by any Holder of Certificates who has been a bona fide Holder of Certificates for at least six months; or (ii) the Certificate Trustee shall cease to be eligible under Section 6.07 and shall fail to resign after written request therefor by the Certificate Issuer or by the Note Issuer or by any Certificateholder; or (iii) the Certificate Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Certificate Trustee or of its property shall be appointed or any public officer shall take charge or control of the Certificate Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Certificate Trustee shall fail to perform its obligations hereunder in any material respect and shall not have cured such failure within 30 days after written notice thereof from the Certificate Issuer, the Note Trustee or any Certificateholder; then, in any case, (x) the Certificate Issuer or the Note Issuer may remove the Certificate Trustee or (y) any Holder of Certificates who has been a bona fide Holder of Certificates for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Certificate Trustee and the appointment of a successor Certificate Trustee. (f) If a Responsible Officer of the Certificate Trustee shall have received written notice of an Avoidable Tax that has been or is likely to be asserted, the Certificate Trustee shall promptly notify the Certificate Issuer and the Note Issuer thereof and shall, within 30 days of such notification, resign hereunder unless within such 30-day period the Certificate Trustee shall have received notice that either the Certificate Issuer or the Note Issuer has agreed to pay such tax. In such event, the Certificate Issuer (with the prior written approval of the Note Issuer) shall promptly appoint a successor Certificate Trustee in a jurisdiction where there are no Avoidable Taxes. As used herein, an "Avoidable Tax" means a state or local tax: (i) upon (w) the Certificate Issuer, (x) the Trust Property, (y) the Certificateholders or (z) the Certificate Trustee for which the Certificate Trustee is entitled to seek reimbursement from the Trust Property, and (ii) that would be avoided if the Certificate Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if either the Certificate Issuer or the Note Issuer shall agree to pay, and shall pay, such tax. (g) If the Certificate Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Certificate Trustee for any causereason, the Certificate Issuer (with the prior written approval of the Note Issuer and the Agencies) shall promptly appoint a successor Certificate Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Certificate Trustee shall be appointed by Act of the Holders of Certificateholders representing not less than a majority in principal amount of the Outstanding Notes Amount of the Certificates delivered to the Issuer Certificate Issuer, the Note Trustee and the retiring Certificate Trustee, the successor Certificate Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Certificate Trustee and supersede the successor Certificate Trustee appointed by the Issueras provided above. If no successor Certificate Trustee shall have been so appointed by the Issuer or the Holders as provided above and accepted appointment in the manner hereinafter provided, the Trustee or any Holder of Certificates who has been a bona fide Holder of a Note Certificates for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Certificate Trustee. (fh) the Issuer The successor Certificate Trustee shall give notice of each the resignation and each removal of the Certificate Trustee and each appointment of a the successor Certificate Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders as their names and addresses appear in the manner provided for in Section 1.07Certificate Register and to each Rating Agency, the Note Issuer, the Certificate Issuer and the Agencies. Each notice shall include the name of the such successor Certificate Trustee and the address of its Corporate Trust Officethe corporate trust office of such successor Certificate Trustee. (i) The Certificate Issuer shall notify the Rating Agencies and the Agencies of any resignation and removal of the Certificate Trustee and appointment of a successor Certificate Trustee under this Section 6.08.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Collateral Trustee and no appointment of a successor Collateral Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Collateral Trustee in accordance with the applicable requirements of under Section 6.10. If at any time the Bank shall resign or be removed as Loan Agent under the Loan Agreement, such resignation or removal shall not be deemed to be a resignation or removal of the Bank as Collateral Trustee hereunder. (cb) The Subject to Section 6.9(a), the Collateral Trustee may resign at any time by giving not less than 30 days’ prior written notice thereof to the Issuer, the Collateral Manager, the Holders of the Securities and the Rating Agency. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor collateral trustee or collateral trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Collateral Trustee so resigning Trustee and a one copy to the successor TrusteeCollateral Trustee or Collateral Trustees, together with a copy to each Holder and the Collateral Manager; provided that such successor Collateral Trustee shall be appointed only upon the Act of a Majority of the Securities of each Class or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If the no successor Collateral Trustee shall have been appointed and an instrument of acceptance by a successor Collateral Trustee required by Section 6.10 shall not have been delivered to the Collateral Trustee within 30 days after the giving of such notice of resignation, the resigning Collateral Trustee or any Holder, on behalf of itself and all others similarly situated, may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor TrusteeCollateral Trustee satisfying the requirements of Section 6.8. (dc) The Collateral Trustee may be removed at any time upon 30 days written notice by an Act of the Holders of not less than a majority in principal amount Majority of the Outstanding NotesControlling Class and a Majority of the Preferred Shares or, at any time when an Event of Default shall have occurred and be continuing by an Act of a Majority of the Controlling Class, delivered to the Collateral Trustee and to the Issuer. (d) If at any time: (i) the Collateral Trustee shall cease to be eligible under Section 6.8 and shall fail to resign after written request therefor by the Issuer 30 days prior or by any Holder; or (ii) the Collateral Trustee shall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Collateral Trustee or of its property shall be appointed or any public officer shall take charge or control of the Collateral Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case (subject to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal6.9(a)), the Trustee being removed may petition, at the expense of (A) the Issuer, by Issuer Order, may remove the Collateral Trustee, or (B) subject to Section 5.15, any Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Collateral Trustee and the appointment of a successor Collateral Trustee. (e) If the Collateral Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Collateral Trustee for any causereason (other than resignation), the Issuer, by Issuer Order, shall promptly appoint a successor Collateral Trustee. If, If the Issuer shall fail to appoint a successor Collateral Trustee within one year 30 days after such resignation, removal or incapability, incapability or the occurrence of such vacancy, a successor Collateral Trustee shall may be appointed by Act a Majority of the Holders of a majority in principal amount of the Outstanding Notes Controlling Class by written instrument delivered to the Issuer and the retiring Collateral Trustee, the . The successor Collateral Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Collateral Trustee and supersede the any successor Collateral Trustee appointed proposed by the Issuer. If no successor Collateral Trustee shall have been so appointed by the Issuer or a Majority of the Holders Controlling Class and shall have accepted appointment in the manner hereinafter provided, subject to Section 5.15, the Collateral Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Collateral Trustee. (f) the The Issuer shall give prompt notice of each resignation and each removal of the Collateral Trustee and each appointment of a successor Collateral Trustee by mailing written notice of such event by first class mail, postage prepaid, to the Collateral Manager, to the Rating Agency and to the Holders of the Securities as their names and addresses appear in the manner provided for in Section 1.07Register (or, if applicable, the Share Register). Each notice shall include the name of the successor Collateral Trustee and the address of its Corporate Trust Office. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the successor Collateral Trustee, the successor Collateral Trustee shall cause such notice to be given at the expense of the Issuer.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.106.10 hereof. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationTrust, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee Note Insurer and a copy to the successor Trusteeeach Rating Agency. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (fc) The Indenture Trustee may be removed at any time by the Note Insurer or, with the consent of the Note Insurer, by Act of the Holders representing more than 50% of the Note Principal Balance of the Outstanding Notes of all of the Classes, by written notice delivered to the Indenture Trustee and to the Trust. (d) If at any time: (i) the Issuer Indenture Trustee shall give notice have a conflicting interest prohibited by Section 6.07 hereof and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 hereof after written request therefor by the Trust, the Note Insurer or by any Noteholder; or (ii) the Indenture Trustee shall cease to be eligible under Section 6.08 hereof or shall become incapable of each resignation and each removal acting or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (x) the Owner Trustee, on behalf of the Trust, by a Trust Order, with the written consent of, or at the written direction of the Note Insurer, may remove the Indenture Trustee, and each the Owner Trustee, on behalf of the Trust, by a Trust Order, shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee acceptable to the Note Insurer and to vest in such successor Indenture Trustee any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Indenture; provided, however, if the Owner Trustee, on behalf of the Trust, and the Note Insurer do not join in such appointment within thirty (30) days after the receipt by it of a successor request to do so, (either by reason of resignation or removal) or in case an Event of Default has occurred and is continuing, the Indenture Trustee may petition a court of competent jurisdiction to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.make such appointment, or (y) subject to

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Five shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of under Section 6.10510. (cb) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationCompany, the Issuer shall promptly appoint a successor trustee by written instrumentNew Jersey Commission, a copy of which shall be delivered the New Jersey Division, the Nevada Commission and the Nevada Control Board and any other Gaming Authority at least 30 days prior to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of proposed resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (dc) The Trustee may be removed at any time by an Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior Company. (d) The Company, by action of an Authorized Officer, may remove the Trustee at any time if: (1) the Trustee fails to comply with Section 508; (2) the removal’s effectiveness. If the instrument of acceptance by Trustee is adjudged a successor Trustee required by Section 6.10 shall not have been delivered bankrupt or an insolvent or an order for relief is entered with respect to the Trustee within 30 days after the giving under any Bankruptcy Law; (3) a Custodian or public officer takes charge of such notice of removal, the Trustee being removed may petition, at or its Property; (4) the expense Trustee becomes incapable of acting; or (5) the Trustee becomes disqualified under any applicable provision of the IssuerNew Jersey Act or is found unsuitable under any applicable provision of the Nevada Act, or the Trustee's relationship with the Company may, in the Company's discretion, jeopardize any material Gaming License or franchise or right or approval granted thereto. (e) If the Trustee fails to comply with Section 508, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (ef) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer Company, by action of an Authorized Officer, shall promptly appoint a successor Trustee. If, within Within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall to replace the successor Trustee appointed by the Company may be appointed by an Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer Company and the retiring Trustee. If, within 30 days after the successor retiring Trustee so appointed shallresigns or is removed, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer Company or the Holders and accepted appointment in the manner hereinafter providedprovided in Section 510, the Trustee retiring Trustee, the Company or any Holder who has been a bona fide Holder the Holders of a Note for at least six months may, on behalf 10% in aggregate principal amount of himself and all others similarly situated, the then Outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. (fg) the Issuer The Company shall give notice to all Holders in accordance with Section 107 of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07Trustee. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.106.10 hereof. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee Issuing Entity and a copy to the successor Trusteeeach Rating Agency. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (dc) The Indenture Trustee may be removed at any time by Act of the Holders representing more than 50% of not less than a majority in principal amount the Class Note Balance of the Outstanding Notes, by written notice delivered to the Indenture Trustee and to the Issuer 30 days prior Issuing Entity. (d) If at any time: (i) the Indenture Trustee shall have a conflicting interest prohibited by Section 6.07 hereof and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 hereof after written request therefor by the Issuing Entity or by any Noteholder; or (ii) the Indenture Trustee shall cease to be eligible under Section 6.08 hereof or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (x) the Owner Trustee, on behalf of the Issuing Entity, by a Trust Order, may remove the Indenture Trustee, and the Owner Trustee, on behalf of the Issuing Entity, by a Trust Order, shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee to vest in such successor Indenture Trustee any property, title, right or power deemed necessary or desirable, subject to the removal’s effectiveness. If other provisions of this Indenture; provided, however, if the instrument Owner Trustee, on behalf of acceptance by a successor Trustee required by Section 6.10 shall the Issuing Entity, does not have been delivered to the Trustee join in such appointment within 30 thirty (30) days after the giving receipt by it of such notice a request to do so, (either by reason of resignation or removal) or in case an Event of Default has occurred and is continuing, the Indenture Trustee being removed may petitionpetition a court of competent jurisdiction to make such appointment, or (y) subject to Section 5.15 hereof, and, in the case of a conflicting interest as described in clause (i) above, unless the Indenture Trustee’s duty to resign has been stayed as provided in TIA Section 310(b), any Noteholder who has been a bona fide Holder of a Note for at the expense least six (6) months may, on behalf of the Issuerhimself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months mayServicer, on behalf of himself and all others similarly situatedthe Issuing Entity, petition any court of competent jurisdiction for the appointment of by a Trust Order, shall promptly, appoint a successor TrusteeIndenture Trustee reasonably acceptable to the Sponsor. (f) The Servicer, on behalf of the Issuer Issuing Entity, shall give notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in of Notes and the manner provided for in Section 1.07Hedge Providers. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10610. (cb) The Trustee may resign at any time by giving 30 days’ prior written notice thereof within 30 days of such resignation to the IssuerCompany. Upon receiving such notice of resignation, the Issuer Company shall promptly appoint a successor trustee Trustee by written instrumentinstrument executed by authority of the Board of Directors, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If , if the instrument of acceptance by a successor Trustee required by Section 6.10 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the IssuerCompany, any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed with 30 days’ notice at any time by Act of the Holders of a majority in aggregate principal amount of the Outstanding Notes, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee may shall comply with TIA Section 310(b); provided, however, that there shall be removed at excluded from the operation of TIA Section 310(b)(1) any time by Act indenture or indentures under which other securities or certificates of interest or participation in other securities of the Holders of not less than a majority Company are outstanding if the requirements for such exclusion set forth in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by TIA Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee310(b)(1) are met. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, if, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Notes delivered to the Issuer Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If Company, if no successor Trustee shall have been so appointed by the Issuer Company or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) the Issuer The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07107. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (ba) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.106.10 hereof. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationTrust, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee Note Insurer and a copy to the successor Trusteeeach Rating Agency. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (dc) The Indenture Trustee may be removed at any time by the Note Insurer or, with the consent of the Note Insurer, by Act of the Holders representing more than 50% of not less than a majority in principal amount the Note Principal Balance of the Outstanding NotesNotes of all of the Classes, by written notice delivered to the Indenture Trustee and to the Issuer 30 days prior Trust. (d) If at any time: (i) the Indenture Trustee shall have a conflicting interest prohibited by Section 6.07 hereof and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 hereof after written request therefor by the Trust or by any Noteholder; or (ii) the Indenture Trustee shall cease to be eligible under Section 6.08 hereof or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (x) the Owner Trustee, on behalf of the Trust, by a Trust Order, with the consent of, or at the direction of the Note Insurer, may remove the Indenture Trustee, and the Owner Trustee, on behalf of the Trust, by a Trust Order, shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee acceptable to the removal’s effectiveness. If the instrument of acceptance by a Note Insurer and to vest in such successor Indenture Trustee required by Section 6.10 shall not have been delivered any property, title, right or power deemed necessary or desirable, subject to the Trustee other provisions of this Indenture; provided, however, if the Owner Trustee, on behalf of the Trust, and the Note Insurer do not join in such appointment within 30 thirty (30) days after the giving receipt by it of such notice a request to do so, or in case an Event of removalDefault has occurred and is continuing, the Indenture Trustee being removed may petitionpetition a court of competent jurisdiction to make such appointment, or (y) subject to Section 5.15 hereof, and, in the case of a conflicting interest as described in clause (i) above, unless the Indenture Trustee's duty to resign has been stayed as provided in TIA Section 310(b), the Note Insurer or any Noteholder who has been a bona fide Holder of a Note for at least six (6) months may, on behalf of himself and all others similarly situated, with the expense consent of the IssuerNote Insurer, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. IfNote Insurer may, within one year after such resignation, removal or incapability, or and if the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered Note Insurer fails to the Issuer and the retiring Trusteedo so, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months mayOwner Trustee, on behalf of himself and all others similarly situatedthe Trust, petition any court of competent jurisdiction for the appointment of by a Trust Order, shall promptly, appoint a successor TrusteeIndenture Trustee acceptable to the Note Insurer and reasonably acceptable to the Sponsor. (f) The Master Servicer, on behalf of the Issuer Trust, shall give notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Backup Servicer, the Holders in of Notes and the manner provided for in Section 1.07Note Insurer. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.106.10 hereof. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee Issuing Entity and a copy to the successor Trusteeeach Rating Agency. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (dc) The Indenture Trustee may be removed at any time by Act of the Holders representing more than 50% of not less than a majority in principal amount the Class Note Balance of the Outstanding Notes, by written notice delivered to the Indenture Trustee and to the Issuer 30 days prior Issuing Entity. (d) If at any time: (i) the Indenture Trustee shall have a conflicting interest prohibited by Section 6.07 hereof and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 hereof after written request therefor by the Issuing Entity or by any Noteholder; or (ii) the Indenture Trustee shall cease to be eligible under Section 6.08 hereof or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (x) the Owner Trustee, on behalf of the Issuing Entity, by a Trust Order, may remove the Indenture Trustee, and the Owner Trustee, on behalf of the Issuing Entity, by a Trust Order, shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee to vest in such successor Indenture Trustee any property, title, right or power deemed necessary or desirable, subject to the removal’s effectiveness. If other provisions of this Indenture; provided, however, if the instrument Owner Trustee, on behalf of acceptance by a successor Trustee required by Section 6.10 shall the Issuing Entity, does not have been delivered to the Trustee join in such appointment within 30 thirty (30) days after the giving receipt by it of such notice a request to do so, (either by reason of resignation or removal) or in case an Event of Default has occurred and is continuing, the Indenture Trustee being removed may petitionpetition a court of competent jurisdiction to make such appointment, or (y) subject to Section 5.15 hereof, and, in the case of a conflicting interest as described in clause (i) above, unless the Indenture Trustee’s duty to resign has been stayed as provided in TIA Section 310(b), any Noteholder who has been a bona fide Holder of a Note for at the expense least six (6) months may, on behalf of the Issuerhimself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months mayServicer, on behalf of himself and all others similarly situatedthe Issuing Entity, petition any court of competent jurisdiction for the appointment of by a Trust Order, shall promptly, appoint a successor TrusteeIndenture Trustee reasonably acceptable to the Sponsor. (f) The Servicer, on behalf of the Issuer Issuing Entity, shall give notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in of Notes and the manner provided for in Section 1.07Swap Provider. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of any Issuer Trustee (the Trustee "Relevant Trustee") and no appointment of a successor Issuer Trustee pursuant to this Article VIII shall become effective until the acceptance of appointment by the successor Issuer Trustee in accordance with the applicable requirements of Section 6.108.11. (cb) The Subject to Section 8.10(a), a Relevant Trustee may resign at any time by giving 30 days’ prior written notice thereof to the IssuerHolders. Upon receiving such notice of resignation, the Issuer The Relevant Trustee shall promptly appoint a successor trustee by written instrumentrequesting from at least three Persons meeting the eligibility requirements its expenses and charges to serve as the successor Issuer Trustee on a form provided by the Administrators, a copy of which shall be delivered and selecting the Person who agrees to the resigning Trustee lowest expenses and a copy charges subject to the successor Trusteeprior consent of the Depositor which consent shall not be unreasonably withheld. If the instrument of acceptance by a the successor Issuer Trustee required by Section 6.10 8.11 shall not have been delivered to the Relevant Trustee within 30 60 days after the giving of such notice of resignation, the resigning Relevant Trustee may petition, at the expense of the IssuerIssuer Trust, any court of competent jurisdiction for the appointment of a successor Issuer Trustee. (dc) The Property Trustee or the Delaware Trustee may be removed at any time by Act of the Holders of not less than at least a majority Majority in principal amount Liquidation Amount of the Outstanding NotesPreferred Securities, delivered to the Relevant Trustee (in its individual capacity and to on behalf of the Issuer 30 days prior to the removal’s effectiveness. If the instrument Trust) (i) for cause, or (ii) if a Debenture Event of acceptance by a successor Trustee required by Section 6.10 Default shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, occurred and be continuing at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trusteetime. (ed) If the a resigning Relevant Trustee shall resignfail to appoint a successor, or if a Relevant Trustee shall be removed or become incapable of actingacting as Issuer Trustee, or if a any vacancy shall occur in the office of any Issuer Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. IfHolders of the Preferred Securities, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount record of not less than 25% aggregate Liquidation Amount of the Preferred Securities than Outstanding Notes delivered to the Issuer and the retiring such Relevant Trustee, the shall promptly appoint a successor Issuer Trustee so appointed shallor Trustees, forthwith upon its acceptance of and such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Issuer Trustee shall have been so appointed by comply with the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder applicable requirements of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeSection 8. (f) the Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, Notwithstanding anything to the extent and contrary contained in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. Agreement (including clauses (b) No and (c) below), no resignation or removal of the Trustee Custodian and no appointment of a successor Trustee Custodian pursuant to this Article XIII shall become effective until the acceptance of such appointment by the successor Trustee in accordance with Custodian under Section 13.11 and the applicable requirements assumption by such successor Custodian of Section 6.10the duties and obligations of the Custodian hereunder. (b) The Custodian may, at any time, resign under this Agreement by giving not less than thirty (30) days advance written notice thereof to the Borrower, the Collateral Manager, the Collateral Agent and the Administrative Agent. (c) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee Custodian may be removed at any time by Act the Administrative Agent (i) upon thirty (30) days’ notice (with the prior written consent of the Holders Collateral Manager) or (ii) at any time if (A) an Event of not less than a majority in principal amount Default shall have occurred and be continuing or (B) the Custodian shall become incapable of acting or shall become the Outstanding Notes, delivered subject of an Insolvency Event. Notice of any such removal shall be sent by the Administrative Agent to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removalCustodian, the Trustee being removed may petitionBorrower, at the expense of Lenders and the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeCollateral Manager. (ed) If the Trustee Custodian shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee the Custodian for any causereason (other than resignation with no replacement within sixty (60) days), the Issuer shall Borrower shall, promptly after becoming aware of such resignation, removal, incapacity or vacancy, appoint a successor Trustee. Ifcustodian by written instrument, within executed by a Responsible Officer of the Borrower, one year after copy of which shall be delivered to the retiring Custodian and one copy to the successor Custodian, together with a copy to the Administrative Agent and the Lenders; provided that such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee Custodian shall be appointed by Act only upon the prior written consent of the Holders Administrative Agent and, if no Event of Default or Collateral Manager Default has occurred and is continuing, the Collateral Manager (in each case which consent shall not be unreasonably withheld, conditioned or delayed). In the case of a majority in principal amount resignation by (or removal of) the Custodian, if no successor Custodian shall have been appointed and an instrument of the Outstanding Notes acceptance by a successor Custodian shall not have been delivered to the Issuer resigning or removed Custodian and the retiring TrusteeAdministrative Agent within thirty (30) days after the giving of such notice of resignation or removal, the Administrative Agent may appoint a successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer Custodian or the Holders and accepted appointment in the manner hereinafter provided, the Trustee resigning or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, removed Custodian may petition any court of competent jurisdiction for at the appointment expense of the Borrower to appoint a successor TrusteeCustodian. (e) Upon termination of this Agreement or resignation of the Custodian, the Borrower shall pay to the Custodian such compensation, and shall likewise reimburse the Custodian for its reasonable and documented costs, expenses and disbursements, as may be due as of the date of such termination or resignation (or removal, as the case may be) all in accordance with the Priority of Payments. All indemnifications in favor of the Custodian under this Agreement shall survive the termination of this Agreement, or any resignation or removal of the Custodian. (f) In the Issuer shall give notice event of each any resignation and each or removal of the Trustee and each appointment of a successor Trustee Custodian, the Custodian shall provide to the Holders in the manner provided for in Section 1.07. Each notice shall include the name Borrower a complete final report or data file transfer of any confidential information as of the successor Trustee and the address date of its Corporate Trust Officesuch resignation or removal.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10610. (cb) The Trustee may resign at any time by giving 30 days’ prior written notice thereof within 30 days of such resignation to the IssuerCompany. Upon receiving such notice of resignation, the Issuer Company shall promptly appoint a successor trustee by written instrumentinstrument executed by authority of the Board of Directors, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the IssuerCompany, any court of competent jurisdiction for the appointment of a successor Trustee. (dc) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectivenessCompany. If the instrument of acceptance by a successor Trustee required by Section 6.10 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removalresignation, the resigning Trustee being removed may petition, at the expense of the IssuerCompany, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the IssuerCompany. If no successor Trustee shall have been so appointed by the Issuer Company or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) the Issuer The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07107. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10610. (cb) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed with 30 days’ notice at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee[Reserved]. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the resigning Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself himself, and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the sole cost and expense of the Issuer. (f) the The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07107. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, Notwithstanding anything to the extent and contrary contained in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. Agreement (including clauses (b) No and (c) below), no resignation or removal of the Trustee Collateral Administrator and no appointment of a successor Trustee Collateral Administrator pursuant to this Article XV shall become effective until the acceptance of such appointment by the successor Trustee in accordance with Collateral Administrator under Section 15.06 and the applicable requirements assumption by such successor Collateral Administrator of Section 6.10the duties and obligations of the Collateral Administrator hereunder. (cb) The Trustee Collateral Administrator may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationBorrower, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignationAdministrative Agent, the resigning Trustee may petition, at Collateral Manager and the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeLenders not less than thirty (30) days prior to such resignation. (dc) The Trustee Collateral Administrator may be removed at any time by Act the Administrative Agent (i) upon thirty (30) days’ notice (with the prior written consent of the Holders Collateral Manager) or (ii) at any time if (A) an Event of not less than a majority in principal amount Default shall have occurred and be continuing, or (B) the Collateral Administrator shall become incapable of acting or shall become the subject of an Insolvency Event. Notice of any such removal shall be sent by the Administrative Agent to the Collateral Administrator, the Borrower, the Lenders and the Collateral Manager. (d) The Collateral Administrator may be removed at any time by the Collateral Manager upon thirty (30) days’ notice (with the prior written consent of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeAdministrative Agent). (e) If the Trustee Collateral Administrator shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee the Collateral Administrator for any causereason (other than resignation), the Issuer shall Borrower shall, promptly after becoming aware of such resignation, removal, incapacity or vacancy, appoint a successor Trustee. Ifcollateral administrator by written instrument, within executed by a Responsible Officer of the Borrower, one year after copy of which shall be delivered to the retiring Collateral Administrator and one copy to the successor Collateral Administrator, together with a copy to the Administrative Agent and the Lenders; provided that such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee Collateral Administrator shall be appointed by Act only upon the prior written consent of the Holders Administrative Agent (not to be unreasonably withheld, conditioned or delayed) and, so long as no Collateral Manager Default shall have occurred and be continuing, the Collateral Manager (in each case which consent shall not be unreasonably withheld, conditioned or delayed). In the case of a majority in principal amount resignation by the Collateral Administrator, if no successor Collateral Administrator shall have been appointed and an instrument of the Outstanding Notes acceptance by a successor Collateral Administrator shall not have been delivered to the Issuer resigning or removed Collateral Administrator and the retiring TrusteeAdministrative Agent within thirty (30) days after the giving of such notice of resignation or removal, the Administrative Agent may appoint a successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer Collateral Administrator or the Holders and accepted appointment in the manner hereinafter provided, the Trustee resigning or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, removed Xxxxxxxxxx Administrator may petition any court of competent jurisdiction for at the appointment expense of the Borrower to appoint a successor TrusteeCollateral Administrator. (f) the Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10610. (cb) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrumentinstrument executed by authority of the Board of Directors, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee may shall comply with TIA Section 310(b); provided, however, that there shall be removed at excluded from the operation of TIA Section 310(b)(1) any time by Act indenture or indentures under which other securities or certificates of interest or participation in other securities of the Holders of not less than a majority Issuer are outstanding if the requirements for such exclusion set forth in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by TIA Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee310(b)(1) are met. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer Issuer, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) the The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07107. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.10. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trusteeeach Rating Agency. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (dc) The Indenture Trustee may be removed at any time by Act of the Holders of not less representing more than a majority in principal amount 50% of the Outstanding NotesBond Balance of the Most Senior Class, delivered to the Indenture Trustee and to the Issuer. (d) If at any time: (1) the Indenture Trustee shall have a conflicting interest prohibited by Section 6.07 and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 after written request therefor by the Issuer 30 days prior or by any Bondholder; or (2) the Indenture Trustee shall cease to be eligible under Section 6.08 or shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (i) the Issuer by an Issuer Order may remove the Indenture Trustee, and the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee and to vest in such successor Indenture Trustee any property, title, right or power deemed necessary or desirable, subject to the removal’s effectiveness. If other provisions of this Indenture; provided, however, if the instrument of acceptance by a successor Trustee required by Section 6.10 shall Issuer does not have been delivered to the Trustee join in such appointment within 30 fifteen (15) days after the giving receipt by it of such notice a request to do so, or in case an Event of removalDefault has occurred and is continuing, the Indenture Trustee being removed may petitionpetition a court of competent jurisdiction to make such appointment, or (ii) subject to Section 5.15, and, in the case of a conflicting interest as described in clause (1) above, unless the Indenture Trustee's duty to resign has been stayed as provided in TIA Section 310(b), any Bondholder who has been a bona fide Holder of a Bond for at the expense least six months may, on behalf of the Issuer, himself and all others similarly situated petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer, by an Issuer Order, shall promptly appoint a successor Indenture Trustee. If, If within one year after such resignation, removal or incapability, incapability or the occurrence of such vacancy, vacancy a successor Indenture Trustee shall be appointed by Act of the Holders of a majority in principal amount Bonds representing more than 50% of the Outstanding Notes Bond Balance of the Most Senior Class delivered to the Issuer and the retiring Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee and supersede the successor Indenture Trustee appointed by the Issuer. If no successor Indenture Trustee shall have been so appointed by the Issuer or the Holders Bondholders and shall have accepted appointment in the manner hereinafter provided, the Trustee or any Holder Bondholder who has been a bona fide bonafide Holder of a Note Bond for at least six months may, on behalf of himself and all others similarly situated, situated petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) the The Issuer shall give notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in the manner provided for in Section 1.07of Bonds. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If Subject to Sections 8.9(b) and 8.9(c), Trustees (the Trustee has "Relevant Trustee") may be appointed or shall acquire removed without cause at any conflicting interest within time: (i) until the meaning issuance of any Trust Securities, by written instrument executed by the Sponsor; and (ii) after the issuance of any Securities, by vote of the Trust Indenture Act, Holders of a majority in liquidation amount of the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have Common Securities voting as a conflicting interest with respect to the Notes by virtue of being a trustee under this Indentureclass. (b) No resignation or removal of the The Trustee and no appointment of a successor that acts as Property Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee not be removed in accordance with Section 8.9(a) until a successor possessing the applicable requirements of qualifications to act as a Property Trustee under Section 6.108.7 (a "Successor Property Trustee") has been appointed and has accepted such appointment by instrument executed by such Successor Property Trustee and delivered to the Trust, the Sponsor and the removed Property Trustee. (c) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer that acts as Delaware Trustee shall promptly appoint not be removed in accordance with Section 8.9(a) until a successor trustee possessing the qualifications to act as Delaware Trustee under Section 8.7 (a "Successor Delaware Trustee") has been appointed and has accepted such appointment by written instrument, a copy of which shall be instrument executed by such Successor Delaware Trustee and delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignationTrust, the resigning Trustee may petition, at Sponsor and the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor removed Delaware Trustee. (d) The A Trustee appointed to office shall hold office until his, her or its successor shall have been appointed or until his, her or its death, removal, resignation, dissolution or liquidation. Any Trustee may be removed at any time resign from office (without need for prior or subsequent accounting) by Act of an instrument in writing signed by the Holders of not less than a majority in principal amount of the Outstanding Notes, Trustee and delivered to the Sponsor and the Trust, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided, however, that: (i) No such resignation of the Trustee that acts as the Property Trustee shall be effective: (1) until a Successor Property Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Property Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removalTrust, the Trustee being removed may petition, at Sponsor and the expense resigning Property Trustee; or (2) until the assets of the IssuerTrust have been completely liquidated and the proceeds thereof distributed to the holders of the Securities; and (ii) no such resignation of the Trustee that acts as the Delaware Trustee shall be effective until a Successor Delaware Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Delaware Trustee and delivered to the Trust, any court of competent jurisdiction for the appointment of a successor Sponsor and the resigning Delaware Trustee. (e) If The Holders of the Trustee Common Securities shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall use their best efforts to promptly appoint a successor Successor Property Trustee or Successor Delaware Trustee. If, within one year after such resignationas the case may be, removal or incapability, if the Property Trustee or the occurrence Delaware Trustee delivers an instrument of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority resignation in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. accordance with Section 8.9(d). (f) If no successor Successor Property Trustee or Successor Delaware Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment as provided in the manner hereinafter providedthis Section 8.9 within 60 days after delivery pursuant to this Section 8.9 of an instrument of resignation or removal, the Property Trustee or any Holder who has been a bona fide Holder of a Note for at least six months mayDelaware Trustee resigning or being removed, on behalf of himself and all others similarly situatedas applicable, may petition any court of competent jurisdiction for the appointment of a successor Successor Property Trustee or Successor Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper and prescribe, appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may be. (fg) No Property Trustee or Delaware Trustee shall be liable for the Issuer acts or omissions to act of any Successor Property Trustee or Successor Delaware Trustee, as the case may be. (h) The Property Trustee shall give notice of each resignation and each removal of the a Trustee and each appointment of a successor Trustee to the Holders all Securityholders in the manner provided for in Section 1.0710.8 and shall give notice to the Sponsor. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust OfficeOffice if it is the Property Trustee. (i) Notwithstanding the foregoing or any other provision of this Trust Agreement, in the event any Administrative Trustee or a Delaware Trustee who is a natural person dies or becomes, in the opinion of the Sponsor, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by (a) the unanimous act of the remaining Administrative Trustees if there are at least two of them or (b) otherwise by the Sponsor (with the successor in each case being a Person who satisfies the eligibility requirement for Administrative Trustees or the Delaware Trustee, as the case may be, set forth in Section 8.7). (j) The indemnity provided to a Trustee under Section 8.6 shall survive any Trustee's resignation or removal.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of under Section 6.10. (cb) The Trustee may resign at any time by giving not less than 30 days’ prior written notice thereof to the IssuerIssuer (and, subject to Section 14.3(c), the Issuer shall provide notice to the Rating Agency if the Rating Agency is still rating a Class of Secured Debt), the Collateral Manager and the Holders of the Debt. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, a in duplicate, executed by an Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning Trustee and a one copy to the successor TrusteeTrustee or Trustees, together with a copy to each Holder of the Secured Debt, each holder of the Subordinated Notes and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Debt of each Class, voting together or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If the no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 60 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee satisfying the requirements of Section 6.8. (dc) The Trustee may be removed at any time upon 30 days’ written notice by Act of the Holders of not less than a majority in principal amount Majority of the Outstanding NotesControlling Class, a Majority of the Subordinated Notes and a Majority of each other Class of Debt, voting together or, when an Event of Default shall have occurred and be continuing by an Act of a Majority of the Controlling Class, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. Issuer. (d) If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to at any time: (i) the Trustee within 30 days shall cease to be eligible under Section 6.8 and shall fail to resign after written request therefor by the giving of such notice of removal, Issuer or by any Holder; or (ii) the Trustee being removed may petitionshall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, at the expense of conservation or liquidation; then, in any such case (subject to Section 6.9(a)), (A) the Issuer, by Issuer Order, may remove the Trustee, or (B) subject to Section 5.15, any Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any causereason (other than resignation), the Issuer, by Issuer Order, shall promptly appoint a successor Trustee. If, If the Issuer shall fail to appoint a successor Trustee within one year 60 days after such resignation, removal or incapability, incapability or the occurrence of such vacancy, a successor Trustee shall may be appointed by Act a Majority of the Holders of a majority in principal amount of the Outstanding Notes Controlling Class by written instrument delivered to the Issuer and the retiring Trustee, the . The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the any successor Trustee appointed proposed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or a Majority of the Holders Controlling Class and shall have accepted appointment in the manner hereinafter provided, subject to Section 5.15, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) the The Issuer shall give prompt notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by providing notice of such event to the Collateral Manager, to the Rating Agency, and to the Holders of the Debt (as their names and addresses appear in the manner provided for in Section 1.07Notes Register). Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. If the Issuer fails to provide such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Issuer. (g) Any resignation or removal of the Trustee under this Section 6.9 shall be an effective resignation or removal of the Bank, U.S. Bank National Association and any Affiliates in each of their capacities under this Indenture and as Collateral Administrator under the Collateral Administration Agreement and in any other applicable capacity under the Transaction Documents.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee Advancing Agent and no appointment of a successor Trustee Advancing Agent pursuant to this Article 17 shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Advancing Agent under Section 6.1017.6. (cb) The Trustee Advancing Agent may resign at any time by giving 30 days’ prior written notice thereof to the Issuer, the Co-Issuer, the Trustee, the Loan Obligation Manager, the Noteholders and the Rating Agencies. (c) The Advancing Agent may be removed at any time by Act of at least 66-2/3% of the Preferred Shares upon written notice delivered to the Trustee and to the Issuer and the Co-Issuer. (d) If the Advancing Agent fails to make an Interest Advance required by this Indenture with respect to a Payment Date, the Backup Advancing Agent shall be required to make such Interest Advance and shall be entitled to receive, in consideration thereof, the Advancing Agent Fee (in lieu of the Backup Advancing Agent Fee) in accordance with the Priority of Payments. Upon If the Advancing Agent fails to make a required Interest Advance and it has not determined such Interest Advance to be a Nonrecoverable Interest Advance, the Loan Obligation Manager may, and at the direction of the Controlling Class shall, terminate such Advancing Agent and replace such Advancing Agent with a successor advancing agent, subject to the satisfaction of the Rating Agency Condition. In the event that the Loan Obligation Manager has not terminated and replaced such Advancing Agent within 30 days of such Advancing Agent’s failure to make a required Interest Advance, the Trustee may terminate such Advancing Agent and appoint a successor Advancing Agent. (e) Subject to Section 17.5(d), if the Advancing Agent shall resign or be removed, upon receiving such notice of resignationresignation or removal, the Issuer and the Co-Issuer shall promptly appoint a successor trustee advancing agent by written instrument, a in duplicate, executed by an Authorized Officer of the Issuer and an Authorized Officer of the Co-Issuer, one copy of which shall be delivered to the Advancing Agent so resigning Trustee and a one copy to the successor TrusteeAdvancing Agent, together with a copy to each Noteholder, the Trustee and the Loan Obligation Manager; provided that such successor Advancing Agent shall be appointed only subject to satisfaction of the Rating Agency Condition, upon the written consent of a Majority of Preferred Shareholders. If the no successor Advancing Agent shall have been appointed and an instrument of acceptance by a successor Trustee required by Section 6.10 Advancing Agent shall not have been delivered to the Trustee Advancing Agent within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter providedAdvancing Agent, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months mayPreferred Shareholder, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor TrusteeAdvancing Agent. (f) The Issuer and the Co-Issuer shall give prompt notice of each resignation and each removal of the Trustee Advancing Agent and each appointment of a successor Trustee Advancing Agent by mailing written notice of such event by first class mail, postage prepaid, to the Rating Agencies and to the Holders of the Notes as their names and addresses appear in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust OfficeNotes Register.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, Notwithstanding anything to the extent and contrary contained in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. Agreement (including clauses (b) No and (c) below), no resignation or removal of the Trustee Custodian and no appointment of a successor Trustee Custodian pursuant to this Article XIII shall become effective until the acceptance of such appointment by the successor Trustee in accordance with Custodian under Section 13.11 and the applicable requirements assumption by such successor Custodian of Section 6.10the duties and obligations of the Custodian hereunder. (b) The Custodian may, at any time, resign under this Agreement by giving not less than thirty (30) days advance written notice thereof to the Borrower, the Collateral Manager, the Collateral Agent and the Administrative Agent. (c) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee Custodian may be removed at any time by Act the Administrative Agent (i) upon ten (10) Business Days’ notice (with the prior written consent of the Holders Collateral Manager) or (ii) at any time if (A) a Default or an Event of not less than a majority in principal amount Default shall have occurred and be continuing, or (B) the Custodian shall become incapable of acting or shall become the Outstanding Notes, delivered subject of an Insolvency Event. Notice of any such removal shall be sent by the Administrative Agent to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removalCustodian, the Trustee being removed may petitionBorrower, at the expense of Lenders and the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeCollateral Manager. (ed) If the Trustee Custodian shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee the Custodian for any causereason (other than resignation with no replacement within 90 days), the Issuer shall Borrower shall, promptly after becoming aware of such resignation, removal, incapacity or vacancy, appoint a successor Trustee. Ifcollateral custodian by written instrument, within executed by a Responsible Officer of the Borrower, one year after copy of which shall be delivered to the retiring Custodian and one copy to the successor Custodian, together with a copy to the Administrative Agent and the Lenders; provided that such resignationsuccessor Custodian shall be appointed only upon the prior written consent of the Administrative Agent and, removal or incapability, or prior to the occurrence of such vacancya Default or an Event of Default, the Collateral Manager (in each case which consent shall not be unreasonably withheld, conditioned or delayed). In the case of a resignation by the Custodian, if no successor Custodian shall have been appointed and an instrument of acceptance by a successor Trustee Custodian shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes not have been delivered to the Issuer resigning Custodian and the retiring TrusteeAdministrative Agent within 90 days after the giving of such notice of resignation, the Administrative Agent may appoint a successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer Custodian or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, resigning Custodian may petition any court of competent jurisdiction for the appointment of to appoint a successor TrusteeCustodian. (e) Upon termination of this Agreement or resignation of the Custodian, the Borrower shall pay to the Custodian such compensation, and shall likewise reimburse the Custodian for its reasonable and documented costs, expenses and disbursements, as may be due as of the date of such termination or resignation (or removal, as the case may be) all in accordance with the Priority of Payments. All indemnifications in favor of the Custodian under this Agreement shall survive the termination of this Agreement, or any resignation or removal of the Custodian. (f) In the Issuer shall give notice event of each any resignation and each or removal of the Trustee and each appointment of a successor Trustee Custodian, the Custodian shall provide to the Holders in the manner provided for in Section 1.07. Each notice shall include the name Borrower a complete final report or data file transfer of any Confidential Information as of the successor Trustee and the address date of its Corporate Trust Officesuch resignation or removal.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning The Warrant Agent may resign its duties and be discharged from all further duties and liability hereunder (except liability arising as a result of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days Warrant Agent’s own gross negligence or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. willful misconduct) after giving thirty (b30) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10. (c) The Trustee may resign at any time by giving 30 days’ prior written notice thereof to the IssuerCompany. Upon receiving such notice of resignationThe Company may remove the Warrant Agent upon thirty (30) days’ written notice, and the Issuer Warrant Agent shall promptly appoint a successor trustee by written instrumentthereupon in like manner be discharged from all further duties and liabilities hereunder, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trusteeexcept as aforesaid. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petitionThe Warrant Agent shall, at the expense of the IssuerCompany, cause notice to be given in accordance with Section 11.1(b) to each Holder of a Warrant Certificate of said notice of resignation or notice of removal, as the case may be. Upon such resignation or removal, the Company shall appoint in writing a new Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) calendar days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the Holder of any Warrant Certificate, or the Warrant Agent, may apply to any court of competent jurisdiction for the appointment of a successor Trustee. (d) The Trustee may new Warrant Agent. Any new Warrant Agent, whether appointed by the Company or by such a court, shall be removed at any time by Act a corporation doing business under the laws of the Holders United States or any state thereof in good standing, authorized under such laws to act as Warrant Agent, and having a combined capital and surplus of not less than a majority $50,000,000. The combined capital and surplus of any such new Warrant Agent shall be deemed to be the combined capital and surplus as set forth in principal amount the most recent annual report of the Outstanding Notesits condition published by such Warrant Agent prior to its appointment, delivered provided that such reports are published at least annually pursuant to law or to the Trustee and to the Issuer 30 days prior to the removal’s effectivenessrequirements of a Federal or state supervising or examining authority. If the instrument of After acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving in writing of such notice of removalappointment by the new Warrant Agent, it shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be reasonably necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the Trustee being removed may petition, same shall be done at the reasonable expense of the IssuerCompany and shall be legally and validly executed and delivered by the resigning or removed Warrant Agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the resigning or removed Warrant Agent. Failure to give any court notice provided for in this Section 9.5(a), however, or any defect therein, shall not affect the legality or validity of competent jurisdiction for the resignation or removal of the Warrant Agent or the appointment of a successor Trusteenew Warrant Agent, as the case may be. (eb) If Any corporation into which the Trustee shall resign, Warrant Agent or any new Warrant Agent that be removed or become incapable of actingmerged, or if any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant Agent shall be a vacancy party, shall occur in be a successor Warrant Agent under this Agreement without any further act, provided that such corporation would be eligible for appointment as successor to the office Warrant Agent under the provisions of Trustee for any cause, the Issuer Section 9.5(a). Any such successor Warrant Agent shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence cause notice of such vacancy, a successor Trustee shall its succession as Warrant Agent to be appointed by Act of the Holders of a majority given in principal amount of the Outstanding Notes delivered accordance with Section 11.1(b) to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide each Holder of a Note for Warrant Certificate at least six months may, such Holder’s last address as shown on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor TrusteeWarrant Register. (f) the Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.106.10 hereof. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationTrust, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee Note Insurer and a copy to the successor Trusteeeach Rating Agency. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (dc) The Indenture Trustee may be removed at any time by the Note Insurer or, with the consent of the Note Insurer, by Act of the Holders representing more than 50% of not less than a majority in principal amount the Note Principal Balance of the Outstanding NotesNotes of both Classes, by written notice delivered to the Indenture Trustee and to the Issuer 30 days prior Trust. (d) If at any time: (i) the Indenture Trustee shall have a conflicting interest prohibited by Section 6.07 hereof and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 hereof after written request therefor by the Trust or by any Noteholder; or (ii) the Indenture Trustee shall cease to be eligible under Section 6.08 hereof or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (x) the Owner Trustee, on behalf of the Trust, by a Trust Order, with the consent of the Note Insurer, may remove the Indenture Trustee, and the Owner Trustee, on behalf of the Trust, by a Trust Order, shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee acceptable to the removal’s effectiveness. If the instrument of acceptance by a Note Insurer and to vest in such successor Indenture Trustee required by Section 6.10 shall not have been delivered any property, title, right or power deemed necessary or desirable, subject to the Trustee other provisions of this Indenture; provided, however, if the Owner Trustee, on behalf of the Trust, and the Note Insurer do not join in such appointment within 30 fifteen (15) days after the giving receipt by it of such notice a request to do so, or in case an Event of removalDefault has occurred and is continuing, the Indenture Trustee being removed may petitionpetition a court of competent jurisdiction to make such appointment, or (y) subject to Section 5.15 hereof, and, in the case of a conflicting interest as described in clause (i) above, unless the Indenture Trustee's duty to resign has been stayed as provided in TIA Section 310(b), the Note Insurer or any Noteholder who has been a bona fide Holder of a Note for at least six (6) months may, on behalf of himself and all others similarly situated, with the expense consent of the IssuerNote Insurer, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer Owner Trustee, on behalf of the Trust, by a Trust Order, shall promptly appoint a successor TrusteeIndenture Trustee acceptable to the Note Insurer. If, If within one (1) year after such resignation, removal or incapability, incapability or the occurrence of such vacancy, vacancy a successor Indenture Trustee shall be appointed by the Note Insurer or, with the consent of the Note Insurer, by Act of the Holders of a majority in principal amount Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes of both Classes delivered to the Issuer Trust and the retiring Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee and supersede the successor predecessor Indenture Trustee appointed by the IssuerTrust. If no successor Indenture Trustee shall have been so appointed by the Issuer Trust, the Note Insurer or the Holders Noteholders and shall have accepted appointment in the manner hereinafter provided, the Trustee or any Holder Noteholder who has been a bona fide Holder of a Note for at least six (6) months may, on behalf of himself and all others similarly situated, with the consent of the Note Insurer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) The Servicer, on behalf of the Issuer Trust, shall give notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in of Notes and the manner provided for in Section 1.07Note Insurer. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, Notwithstanding anything to the extent and contrary contained in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. Agreement (including clauses (b) No and (c) below), no resignation or removal of the Trustee Collateral Administrator and no appointment of a successor Trustee Collateral Administrator pursuant to this Article XV shall become effective until the acceptance of such appointment by the successor Trustee in accordance with Collateral Administrator under Section 15.06 and the applicable requirements assumption by such successor Collateral Administrator of Section 6.10the duties and obligations of the Collateral Administrator hereunder. (cb) The Trustee Collateral Administrator may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignationBorrower, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignationAdministrative Agent, the resigning Trustee may petition, at Collateral Manager and the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeLenders not less than 90 days prior to such resignation. (dc) The Trustee Collateral Administrator may be removed at any time by Act the Administrative Agent (i) upon ten (10) Business Days’ notice (with the prior written consent of the Holders Collateral Manager) or (ii) at any time if (A) an Event of not less than a majority in principal amount Default shall have occurred and be continuing, or (B) the Collateral Administrator shall become incapable of acting or shall become the subject of an Insolvency Event. Notice of any such removal shall be sent by the Administrative Agent to the Collateral Administrator, the Borrower, the Lenders and the Collateral Manager. (d) The Collateral Administrator may be removed at any time by the Collateral Manager upon ten (10) Business Days’ notice (with the prior written consent of the Outstanding Notes, delivered to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor TrusteeAdministrative Agent). (e) If the Trustee Collateral Administrator shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee the Collateral Administrator for any causereason (other than resignation), the Issuer shall Borrower shall, promptly after becoming aware of such resignation, removal, incapacity or vacancy, appoint a successor Trustee. Ifcollateral administrator by written instrument, within executed by a Responsible Officer of the Borrower, one year after copy of which shall be delivered to the retiring Collateral Administrator and one copy to the successor Collateral Administrator, together with a copy to the Administrative Agent and the Lenders; provided that such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee Collateral Administrator shall be appointed by Act only upon the prior written consent of the Holders Administrative Agent (not to be unreasonably withheld, conditioned or delayed) and, so long as no Collateral Manager Default shall have occurred and be continuing, the Collateral Manager (in each case which consent shall not be unreasonably withheld, conditioned or delayed). In the case of a majority in principal amount resignation by the Collateral Administrator, if no successor Collateral Administrator shall have been appointed and an instrument of the Outstanding Notes acceptance by a successor Collateral Administrator shall not have been delivered to the Issuer resigning Collateral Administrator and the retiring TrusteeAdministrative Agent within 90 days after the giving of such notice of resignation, the Administrative Agent may appoint a successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer Collateral Administrator or the Holders and accepted appointment in the manner hereinafter provided, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, resigning Collateral Administrator may petition any court of competent jurisdiction for the appointment of to appoint a successor TrusteeCollateral Administrator. (f) the Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Collateral Trustee and no appointment of a successor Collateral Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Collateral Trustee in accordance with the applicable requirements of under Section 6.10. (cb) The Subject to Section 6.9(a), the Collateral Trustee may resign at any time by giving not less than 30 days’ prior written notice thereof to the IssuerIssuers, the Collateral Manager, the Holders of the Secured Debt and Subordinated Securities and the Rating Agency. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Collateral Trustee so resigning Trustee and a one copy to the successor TrusteeCollateral Trustee or Trustees, together with a copy to each Holder and the Collateral Manager; provided that such successor Collateral Trustee shall be appointed only upon the Act of a Majority of the Secured Debt of each Class and a Majority of the Subordinated Security or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If the no successor Collateral Trustee shall have been appointed and an instrument of acceptance by a successor Collateral Trustee required by Section 6.10 shall not have been delivered to the Collateral Trustee within 30 days after the giving of such notice of resignation, the resigning Collateral Trustee or any Holder, on behalf of itself and all others similarly situated, may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor TrusteeCollateral Trustee satisfying the requirements of Section 6.8. (dc) The Collateral Trustee may be removed at any time upon 30 days written notice by an act of a Majority of the Controlling Class and a Majority of the Subordinated Securities or, at any time when an Event of Default shall have occurred and be continuing by an Act of the Holders of not less than a majority in principal amount Majority of the Outstanding NotesControlling Class, delivered to the Collateral Trustee and to the Issuer. (d) If at any time: (i) the Collateral Trustee shall cease to be eligible under Section 6.8 and shall fail to resign after written request therefor by the Issuer 30 days prior or by any Holder; or (ii) the Collateral Trustee shall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Collateral Trustee or of its property shall be appointed or any public officer shall take charge or control of the Collateral Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case (subject to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal6.9(a)), the Trustee being removed may petition, at the expense of (A) the Issuer, by Issuer Order, may remove the Collateral Trustee, or (B) subject to Section 5.15, any Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Collateral Trustee and the appointment of a successor Collateral Trustee. (e) If the Collateral Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Collateral Trustee for any causereason (other than resignation), the Issuer, by Issuer Order, shall promptly appoint a successor Collateral Trustee. If, If the Issuer shall fail to appoint a successor Collateral Trustee within one year 30 days after such resignation, removal or incapability, incapability or the occurrence of such vacancy, a successor Collateral Trustee shall may be appointed by Act a Majority of the Holders of a majority in principal amount of the Outstanding Notes Controlling Class by written instrument delivered to the Issuer and the retiring Collateral Trustee, the . The successor Collateral Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Collateral Trustee and supersede the any successor Collateral Trustee appointed proposed by the Issuer. If no successor Collateral Trustee shall have been so appointed by the Issuer or a Majority of the Holders Controlling Class and shall have accepted appointment in the manner hereinafter provided, subject to Section 5.15, the Collateral Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Collateral Trustee. (f) the The Issuer shall give prompt notice of each resignation and each removal of the Collateral Trustee and each appointment of a successor Collateral Trustee by mailing written notice of such event by first class mail, postage prepaid, to the Collateral Manager, to the Rating Agency and to the Holders of the Secured Debt or Subordinated Securities as their names and addresses appear in the manner provided for in Section 1.07Register. Each notice shall include the name of the successor Collateral Trustee and the address of its Corporate Trust Office. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the successor Collateral Trustee, the successor Collateral Trustee shall cause such notice to be given at the expense of the Issuer.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Seven shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of under Section 6.107.10 hereof. (cb) The Trustee may resign at any time by giving 30 60 days’ prior ' written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered and to the resigning Trustee and a copy to the successor Trusteeeach Noteholder. If the an instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 60 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Issuer, 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. (dc) The Trustee may be removed at any time with or without cause by the Act of the Holders of not less than a majority 66-2/3% in principal amount of the Outstanding Notes, delivered Notes of the Controlling Class by notice to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trusteetime. (ed) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any causecause with respect to the Notes, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority not less than 66-2/3% in principal amount of the Outstanding Notes delivered to of the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by Controlling Class or the Issuer. If no successor Trustee shall have been so appointed by , with the Issuer or written consent of Holders of not less than 66-2/3% in principal amount of Outstanding Notes of the Holders and accepted appointment in the manner hereinafter providedControlling Class, the Trustee or any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of may appoint a successor Trustee. (fe) the The Issuer shall give notice to the Servicer, the Custodian and the Noteholders in the manner provided in Section 13.03 hereof of each resignation and each removal of the Trustee and each appointment of a successor Trustee with respect to the Holders in the manner provided for in Section 1.07Notes. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal; Appointment of Successor. (a) If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes by virtue of being a trustee under this Indenture. (b) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of under Section 6.106.10 hereof. (cb) The Indenture Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of resignation, Trust and the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and a copy to the successor TrusteeNote Purchaser. If the an instrument of acceptance by a successor Indenture Trustee required by Section 6.10 shall not have been delivered to the Indenture Trustee within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (dc) The Indenture Trustee may be removed at any time by the Note Purchaser or, with the consent of the Note Purchaser, by Act of the Holders representing more than 50% of not less than a majority in principal amount the Note Principal Balance of the Outstanding Secured Notes, by written notice delivered to the Indenture Trustee and to the Issuer 30 days prior Trust. (d) If at any time: (i) the Indenture Trustee shall have a conflicting interest prohibited by Section 6.07 hereof and shall fail to resign or eliminate such conflicting interest in accordance with Section 6.07 hereof after written request therefor by the Trust or by any Noteholder; or (ii) the Indenture Trustee shall cease to be eligible under Section 6.08 hereof or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (x) the Owner Trustee, on behalf of the Trust, by a Trust Order, with the consent of the Note Purchaser, may remove the Indenture Trustee, and the Owner Trustee, on behalf of the Trust, by a Trust Order, shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a successor Indenture Trustee acceptable to the removal’s effectiveness. If the instrument of acceptance by a Note Purchaser and to vest in such successor Indenture Trustee required by Section 6.10 shall not have been delivered any property, title, right or power deemed necessary or desirable, subject to the Trustee other provisions of this Indenture; provided, however, if the Owner Trustee, on behalf of the Trust, and the Note Purchaser do not join in such appointment within 30 fifteen (15) days after the giving receipt by it of such notice a request to do so, or in case an Event of removalDefault or Amortization Event has occurred and is continuing, the Indenture Trustee being removed may petitionpetition a court of competent jurisdiction to make such appointment, or (y) subject to Section 5.15 hereof, any Noteholder who has been a bona fide Holder of a Secured Note for at least six (6) months or the expense Note Purchaser may, on behalf of himself and all others similarly situated, with the consent of the IssuerNote Purchaser, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, the Issuer Owner Trustee, on behalf of the Trust, by a Trust Order, shall promptly appoint a successor TrusteeIndenture Trustee acceptable to the Note Purchaser. If, If within one (1) year after such resignation, removal or incapability, incapability or the occurrence of such vacancy, vacancy a successor Indenture Trustee shall be appointed by the Note Purchaser or, with the consent of the Note Purchaser, by Act of the Holders of a majority in principal amount Secured Notes representing more than 50% of the Note Principal Balance of the Outstanding Secured Notes delivered to the Issuer Trust and the retiring Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee and supersede the successor predecessor Indenture Trustee appointed by the IssuerTrust. If no successor Indenture Trustee shall have been so appointed by the Issuer Trust, the Note Purchaser or the Holders Noteholders and shall have accepted appointment in the manner hereinafter provided, the Trustee or any Holder Noteholder who has been a bona fide Holder of a Secured Note for at least six (6) months may, on behalf of himself and all others similarly situated, with the consent of the Note Purchaser, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) The Servicer, on behalf of the Issuer Trust, shall give notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to the Holders in of Secured Notes and the manner provided for in Section 1.07Note Purchaser. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.