Common use of Resignation and Removal of Indenture Trustee Clause in Contracts

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than 30 days prior written notice thereof to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and all of the Noteholders. Upon receiving such notice of resignation, the Issuer shall use its commercially reasonable efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and to the Noteholders by the Issuer. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint a successor indenture trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.06, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, or the Noteholders representing more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority of Noteholders may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.08.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties the trusts hereby created hereunder with respect to one or more or all Series of Notes by giving not less than 30 days prior written notice thereof to the other parties to this Base IndentureIssuer, the Servicer, the Back-Up Manager Administrative Agent and all of the Noteholders. Upon receiving such notice of resignation, the Issuer shall use its commercially reasonable efforts to promptly appoint a successor indenture trustee meeting (which shall be reasonably acceptable to the eligibility requirements of Section 11.06 Global Requisite Majority) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee Trustee, the Administrative Agent, each Currency Hedge Counterparty and each Interest Rate Hedge Counterparty and one copy to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and to the Noteholders by the IssuerIndenture Trustee. If no successor indenture trustee Indenture Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the Global Requisite Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) , which successor trustee shall meet the eligibility standards set forth in Section 9.06 hereof. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.069.06 hereof and shall fail to resign after written request therefor by the Issuer, the Servicer or the Global Requisite Majority, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to then the Issuer by any Rating Agency) result in may, and at the qualification, downgrade or withdrawal direction of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto)Global Requisite Majority shall, then the Issuer, or the Noteholders representing more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to remove the Indenture Trustee and appoint a successor indenture trustee Indenture Trustee reasonably acceptable to the Global Requisite Majority by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor indenture trusteeIndenture Trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring The Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority of Noteholders may be removed at any time upon 30 days advance written notice (time, with or without cause) remove , at the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal direction of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization ExpensesGlobal Requisite Majority. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until upon acceptance of appointment by the successor indenture trustee as provided in Section 11.089.08 hereof. The Indenture Trustee agrees to instruct any co-trustee to the extent necessary to fulfill the Indenture Trustee’s obligations hereunder.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than 30 days thirty (30) days’ prior written notice thereof to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and all of the Noteholders. Upon receiving such notice of resignation, the Issuer shall use its commercially reasonable efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and to the Noteholders by the Issuer. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.0611.06 and shall fail to resign after written request therefor by the Issuer or the Servicer, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, or the Noteholders representing entitled to more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”), Voting Rights will, upon 30 ninety (90) days’ prior written notice, be authorized to remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 thirty (30) days after such noticeremoval, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority Noteholders entitled to more than 50% of Noteholders the aggregate Voting Rights may at any time upon 30 thirty (30) days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) 11.07 shall be reimbursed to the removed Indenture Trustee within 30 thirty (30) days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Issuer Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.08.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than 30 thirty (30) days prior written notice thereof to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and all of the Noteholders. Upon receiving such notice of resignation, the Issuer shall use its commercially reasonable efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and to the Noteholders by the Issuer. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint a successor indenture trustee. (b) If at any time the Indenture Trustee shall cease [***] (c) Noteholders entitled to be eligible in accordance with the provisions of Section 11.06, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, or the Noteholders representing more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority of Noteholders Voting Rights may at any time upon 30 thirty (30) days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 thirty (30) days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Obligor Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.08.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties the trusts hereby created hereunder with respect to one or more or all Series of Notes by giving not less than 30 days prior written notice thereof to the other parties to this Base IndentureIssuer, the ServicerManager, the Back-Up Manager Administrative Agent, each Series Enhancer, each Interest Rate Hedge Provider and all of the Noteholders. Upon receiving such notice of resignation, the Issuer at the direction and subject to the consent of the Requisite Global Majority shall use its commercially reasonable efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee Trustee, the Administrative Agent, each Series Enhancer, each Interest Rate Hedge Provider and one copy to the successor indenture trusteeIndenture Trustee. A copy In addition, the Issuer may, with the consent of such instrument shall be delivered the Requisite Global Majority, upon prior written notice to the other parties to this Base IndentureIndenture Trustee, remove the Servicer, the Back-Up Manager Indenture Trustee and to the Noteholders appoint a successor Indenture Trustee by the Issuerwritten instrument. If no successor indenture trustee Indenture Trustee shall have been so appointed and have by the Issuer or the proposed successor Indenture Trustee has not accepted its appointment within 30 fifteen (15) days after the giving of such notice of resignationresignation or removal, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within fifteen (15) days thereafter, the resigning Indenture Trustee Trustee, with the consent of the Administrative Agent and each Series Enhancer, may appoint or petition at the expense of the Issuer any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) Indenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.06906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority, any Series Enhancer or the Administrative Agent, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to then the Issuer by any Rating Agency) result in at the qualification, downgrade or withdrawal direction of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, or the Noteholders representing more than 50% of the aggregate Class Principal Balance of all Notes (the “Requisite Global Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to shall remove the Indenture Trustee for cause and appoint a successor indenture trustee Indenture Trustee with prior notice by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the Noteholders by the IssuerIndenture Trustee. If no successor indenture trustee has Indenture Trustee shall have been so appointed and have accepted an appointment within 30 days after such noticeresignation or removal, the retiring Requisite Global Majority may appoint a successor Indenture Trustee or, if it does not do so within 30 days after such resignation or removal, the departing Indenture Trustee may petition at the expense of the Issuer any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (c) The Majority of Noteholders may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee Indenture Trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until upon acceptance of appointment by the successor indenture trustee Indenture Trustee as provided in Section 11.08908 hereof.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than 30 days sixty (60) days’ prior written notice thereof to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and all of the Noteholders. Upon receiving such notice of resignation, the Issuer shall use its commercially reasonable best efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, Indenture and the Servicer, the Back-Up Manager and to the Noteholders Servicer by the Issuer. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.0611.06 and shall fail to resign after written request therefor by the Issuer or the Servicer, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, Issuer or the Noteholders representing more than fifty percent (50% %) of the aggregate Class Principal Balance Balances of all Classes of Outstanding Notes (the “Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to may remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Indenture and the Noteholders Servicer by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority Noteholders representing more than fifty percent (50%) of Noteholders the aggregate Class Principal Balances of all Classes of Outstanding Notes may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 thirty (30) days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Indenture and the remaining Noteholders Servicer by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.08.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than 30 that sixty (60) days prior written notice thereof to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and all of the Noteholders. Upon receiving such notice of resignation, the Issuer shall use its commercially reasonable best efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and to the Noteholders by the Issuer. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.0611.06 and shall fail to resign after written request therefor by the Issuer or the Servicer, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, or the Noteholders representing entitled to more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”)Voting Rights, will, upon 30 days’ prior written notice, be authorized to may remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority holders of Noteholders Notes entitled to at least 51% of the Voting Rights may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 thirty (30) days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, Indenture the Servicer, the Back-Up Manager Servicer and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.08.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than 30 that sixty (60) days prior written notice thereof to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and all of the Noteholders. Upon receiving such notice of resignation, the Issuer Issuers shall use its commercially reasonable their best efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and to the Noteholders by the IssuerIssuers. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.0611.06 and shall fail to resign after written request therefor by the Issuers or the Servicer, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer Issuers by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the IssuerIssuers, or the Noteholders representing entitled to more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”)Voting Rights, will, upon 30 days’ prior written notice, be authorized to may remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trusteeIssuers. (c) The Majority holders of Noteholders Notes entitled to at least 51% of the Voting Rights may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the IssuerIssuers, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 thirty (30) days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, Indenture the Servicer, the Back-Up Manager Servicer and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.08.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than 30 sixty (60) days prior written notice thereof to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and all of the Noteholders. Upon receiving such notice of resignation, the Issuer shall use its commercially reasonable best efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and to the Noteholders by the Issuer. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.0611.06 and shall fail to resign after written request therefor by the Issuer, the Manager or the Servicer, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by any the Rating AgencyAgencies) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, or the Noteholders representing entitled to more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”)Voting Rights, will, upon 30 days’ prior written notice, be authorized to may remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority of Noteholders may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.08.

Resignation and Removal of Indenture Trustee. Appointment of ------------------------------------------------------------ Successor. (a) The Indenture Trustee or any successor thereto may resign at any --------- time without cause by giving at least 30 days' prior written notice to the Owner Trustee, the Owner Participant, the Lessee and each Holder, such resignation to be effective upon the acceptance of the trusteeship by a successor Indenture Trustee. In addition, the Lessee, the Majority in Interest of Holders or the Owner Trustee (with the consent of the Lessee and the Majority in Interest of Holders) may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes remove the Indenture Trustee without cause by giving not less than 30 days prior written notice thereof an instrument in writing delivered to the other parties to this Base IndentureLessee, the ServicerOwner Trustee, the Back-Up Manager Owner Participant, and all the Indenture Trustee, and the Indenture Trustee shall promptly notify each Holder thereof of such action in writing, such removal to be effective upon the acceptance of the Noteholderstrusteeship by a successor Indenture Trustee. Upon receiving such notice In the case of resignationthe resignation or removal of the Indenture Trustee, the Issuer shall use its commercially reasonable efforts to promptly Majority in Interest of Holders (based on the recommendation of the Lessee) or the Owner Trustee (with the consent of the Lessee and the Majority in Interest of Holders), may appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of by an instrument signed by such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and to the Noteholders by the IssuerHolders. If no a successor indenture trustee Indenture Trustee shall not have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignationresignation or removal, the resigning Indenture Trustee Trustee, the Owner Trustee, the Lessee, the Owner Participant, or any Holder may appoint or petition apply to any court of competent jurisdiction to appoint a successor indenture trusteeIndenture Trustee to act until such time, if any, as a successor shall have been appointed as provided above. The successor Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee appointed as provided above. (b) If In case at any time any of the following shall occur: (i) the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.06, 12.03 hereof and shall fail to resign after written request therefor by the Owner Trustee or if at by any time Holder; or (ii) the Indenture Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), ; then the Issuer, or the Noteholders representing more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to Owner Trustee may remove the Indenture Trustee and and, with the consent of the Lessee, appoint a successor indenture trustee by written instrument, in duplicate, executed by a Responsible Officer of the Owner Trustee, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor indenture trustee. A copy of such instrument shall be delivered , or, subject to the other parties to this Base Indentureprovisions of Section 7.13 hereof, the Servicerany Holder who has been a bona fide Holder for at least six months may, the Back-Up Manager on behalf of himself and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such noticeall others similarly situated Holders, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint for the removal of the Indenture Trustee and the appointment of a successor indenture trustee. (c) The Majority of Noteholders . Such court may at any time upon 30 days advance written notice (with or without cause) thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instrumentstrustee, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until upon acceptance of appointment by the successor indenture trustee as provided in Section 11.0812.04 hereof. The successor Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee appointed as provided above within one year from the date of appointment by such court.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties the trusts hereby created hereunder with respect to one or more or all Series of Notes by giving not less than 30 days prior written notice thereof to the other parties to this Base IndentureIssuer, the ServicerManager, the Back-Up Administrative Agent, each Interest Rate Hedge Provider and the Noteholders. The Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event of Default is occurring, provided that the Manager and all the Requisite Global Majority agree to such removal, and such removal will not be effective until upon the acceptance by a successor Indenture Trustee of its appointment in accordance with the Noteholdersterms herein. Upon receiving such notice of resignation, the Issuer at the direction and subject to the consent of the Requisite Global Majority shall use its commercially reasonable efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee Trustee, the Administrative Agent, each Interest Rate Hedge Provider and one copy to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and to the Noteholders by the IssuerIndenture Trustee. If no successor indenture trustee Indenture Trustee shall have been so appointed and have by the Issuer or the proposed successor Indenture Trustee has not accepted its appointment within 30 thirty (30) days after the giving of such notice of resignationresignation or removal, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee Trustee, with the consent of the Administrative Agent, may appoint or petition at the expense of the Issuer any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) Indenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.06906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority or the Administrative Agent, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to then the Issuer by any Rating Agency) result in at the qualification, downgrade or withdrawal direction of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, or the Noteholders representing more than 50% of the aggregate Class Principal Balance of all Notes (the “Requisite Global Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to shall remove the Indenture Trustee and appoint a successor indenture trustee Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority of Noteholders may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee Indenture Trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until upon acceptance of appointment by the successor indenture trustee Indenture Trustee as provided in Section 11.08908 hereof.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than 30 days that 60 days’ prior written notice thereof to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and all of the Noteholders. Upon receiving such notice of resignation, the Issuer Issuers shall use its commercially reasonable their best efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and to the Noteholders by the IssuerIssuers. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.0611.06 and shall fail to resign after written request therefor by the Issuers or the Servicer, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer Issuers by any Rating AgencyFitch) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency Fitch (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then notice shall be provided to Moody’s, and the IssuerIssuers, or the Noteholders representing entitled to more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”)Voting Rights, will, upon 30 days’ prior written notice, be authorized to may remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trusteeIssuers. (c) The Majority holders of Noteholders Notes entitled to more than 50% of the Voting Rights may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the IssuerIssuers, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed the Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.08.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than 30 that sixty (60) days prior written notice thereof to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and all of the Noteholders. Upon receiving such notice of resignation, the Issuer shall use its commercially reasonable best efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and to the Noteholders by the Issuer. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.0611.06 and shall fail to resign after written request therefor by the Issuer or the Servicer, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, or the Noteholders representing entitled to more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”)Voting Rights, will, upon 30 days’ prior written notice, be authorized to may remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority holders of Noteholders Notes entitled to more than 50% of the Voting Rights may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 thirty (30) days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Issuer Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, Indenture the Servicer, the Back-Up Manager Servicer and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.08.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties the trusts hereby created hereunder with respect to one or more or all Series of Notes by giving not less than 30 days prior written notice thereof to the other parties to this Base IndentureIssuer, the Servicer, the Back-Up Manager each Series Enhancer if applicable and all of the Noteholders. Upon receiving such notice of resignation, the Issuer shall use its commercially reasonable efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee each Series Enhancer if applicable, and one copy to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and to the Noteholders by the IssuerIndenture Trustee. If no successor indenture trustee Indenture Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within 30 days thereafter, the resigning Indenture Trustee Trustee, with the consent of each Series Enhancer, may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) , which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.06906 hereof and shall fail to resign after written request therefor by the Issuer, any Series Enhancer if applicable or the Servicer, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to then the Issuer by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, or the Noteholders representing more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to shall remove the Indenture Trustee and appoint a successor indenture trustee Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority of Noteholders may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until upon acceptance of appointment by the successor indenture trustee as provided in Section 11.08908 hereof.

Resignation and Removal of Indenture Trustee. Appointment --------------------------------------------------------- of Successor. (a) The Indenture Trustee or any successor thereto may resign at ------------ any time without cause by giving at least 30 days' prior written notice to the Owner Trustee, the Owner Participant, the Lessee and each Holder, such resignation to be effective upon the acceptance of the trusteeship by a successor Indenture Trustee. In addition, a Majority in Interest of Certificate Holders, or the Owner Trustee, with the consent of the Lessee (so long as no Lease Default is then continuing) and a Majority in Interest of Certificate Holders, may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes remove the Inde nture Trusteewithout cause by giving not less than 30 days prior written notice thereof an instrument in writing delivered to the other parties to this Base IndentureLessee, the ServicerOwner Trustee, the Back-Up Manager Owner Participant, and all the Indenture Trustee, and the Indenture Trustee shall promptly notify each Holder thereof in writing, such removal to be effective upon the acceptance of the Noteholderstrusteeship by a successor Indenture Trustee. Upon receiving In the case of the resignation or removal of the Indenture Trustee, a Majority in Interest of Certificate Holders, or the Owner Trustee, with the consent of the Lessee (so long as no Lease Default is then continuing) and a Majority in Interest of Certificate Holders may appoint a successor Indenture Trustee by an instrument signed by such Holders. If a successor Indenture Trustee shall not have been appointed within 90 days after such notice of resignationresignation or removal, the Issuer shall use its commercially reasonable efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base IndentureTrustee, the ServicerOwner Trustee, the Back-Up Manager and to the Noteholders by the Issuer. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignationLessee, the resigning Indenture Trustee Owner Participant, or any Holder may appoint or petition apply to any court of competent jurisdiction to appoint a successor indenture trusteeIndenture Trustee to act until such time, if any, as a successor shall have been appointed as provided above. The successor Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee appointed as provided above within one year from the date of the appointment by such court. (b) If In case at any time any of the following shall occur: (i) the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.06, 12.03 and shall fail to resign after written request therefor by the Owner Trustee or if at by any time such Holder; or (ii) the Indenture Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), ; then the Issuer, or the Noteholders representing more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to Owner Trustee may remove the Indenture Trustee and and, with the consent of the Lessee (so long as no Lease Default is then continuing), appoint a successor indenture trustee by written instrument, in duplicate, executed by a Responsible Officer of the Owner Trustee, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor indenture trustee. A copy , or any Holder who has been a bona fide Holder for at least six months may, on behalf of such instrument shall be delivered to the other parties to this Base Indenturehimself and all others similarly situated, the Servicer, the Back-Up Manager and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint for the removal of the Indenture Trustee and the appointment of a successor indenture trustee. (c) The Majority of Noteholders . Such court may at any time upon 30 days advance written notice (with or without cause) thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instrumentstrustee, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until upon acceptance of appointment by the successor indenture trustee as provided in Section 11.0812.04. The successor Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee appointed as provided above within one year from the date of appointment by such court.

Resignation and Removal of Indenture Trustee. Appointment of ------------------------------------------------------------ Successor. (a) The Indenture Trustee or any successor thereto may resign at any --------- time without cause by giving at least 30 days' prior written notice to the Company and each Holder, such resignation to be effective upon the acceptance of the trusteeship by a successor Indenture Trustee. In addition, the Company or the Majority in Interest of the Holders may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes remove the Indenture Trustee without cause by giving not less than 30 days prior written notice thereof an instrument in writing delivered to the other parties Indenture Trustee, and the Indenture Trustee shall promptly notify each Holder thereof of such action in writing, such removal to this Base Indenturebe effective upon the acceptance of the trusteeship by a successor Indenture Trustee. In the case of the resignation or removal of the Indenture Trustee, the Servicer, the Back-Up Manager and all Majority in Interest of the Noteholders. Upon receiving such notice Holders (based on the recommendation of resignationthe Company), the Issuer shall use its commercially reasonable efforts to promptly may appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of by an instrument signed by such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and to the Noteholders by the IssuerHolders. If no a successor indenture trustee Indenture Trustee shall not have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignationresignation or removal, the resigning Indenture Trustee Trustee, the Company or any Holder may appoint or petition apply to any court of competent jurisdiction to appoint a successor indenture trusteeIndenture Trustee to act until such time, if any, as a successor shall have been appointed as provided above. The successor Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee appointed as provided above. (b) If In case at any time any of the following shall occur: (i) the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.06, 12.03 hereof and shall fail to resign after written request therefor by the Company or if at by any time Holder; or (ii) the Indenture Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), ; then the Issuer, or the Noteholders representing more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to Company may remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, executed by a Responsible Officer of the Company, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor indenture trustee. A copy of such instrument shall be delivered , or, subject to the other parties to this Base Indentureprovisions of Section 7.13 hereof, the Servicerany Holder who has been a bona fide Holder for at least six months may, the Back-Up Manager on behalf of himself and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such noticeall others similarly situated Holders, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint for the removal of the Indenture Trustee and the appointment of a successor indenture trustee. (c) The Majority of Noteholders . Such court may at any time upon 30 days advance written notice (with or without cause) thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instrumentstrustee, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until upon acceptance of appointment by the successor indenture trustee as provided in Section 11.0812.04 hereof. The successor Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee appointed as provided above within one year from the date of appointment by such court.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than 30 days 60 days’ prior written notice thereof to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and all of the Noteholders. Upon receiving such notice of resignation, the Issuer shall use their its commercially reasonable efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 11.07 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, Indenture and the Servicer, the Back-Up Manager and to the Noteholders Servicer by the Issuer. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.0611.07 and shall fail to resign after written request therefor by the Issuer, the Manager or the Servicer, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, Issuer or the Noteholders representing more than 5050.0% of the aggregate Class Principal Balance Balances of all Classes of Outstanding Notes (the “Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to may remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Indenture and the Noteholders Servicer by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority Noteholders representing more than 50.0% of Noteholders the aggregate Class Principal Balances of all Classes of Outstanding Notes may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c11.08(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) 30 day period, such expenses shall be reimbursed as Additional Securitization Issuer Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Indenture and the remaining Noteholders Servicer by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 11.08 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.0811.09.

Resignation and Removal of Indenture Trustee. Appointment of Successor. (a) The Indenture Trustee or any successor thereto may ------------------------ resign at any time without cause by giving at least 30 days' prior written notice to the Owner Trustee, the Owner Participant, the Lessee and each Holder, such resignation to be effective upon the acceptance of the trusteeship by a successor Indenture Trustee. In addition, the Lessee, the Majority in Interest of Holders or the Owner Trustee (with the consent of the Lessee and the Majority in Interest of Holders) may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes remove the Indenture Trustee without cause by giving not less than 30 days prior written notice thereof an instrument in writing delivered to the other parties to this Base IndentureLessee, the ServicerOwner Trustee, the Back-Up Manager Owner Participant, and all the Indenture Trustee, and the Indenture Trustee shall promptly notify each Holder thereof of such action in writing, such removal to be effective upon the acceptance of the Noteholderstrusteeship by a successor Indenture Trustee. Upon receiving such notice In the case of resignationthe resignation or removal of the Indenture Trustee, the Issuer shall use its commercially reasonable efforts to promptly Majority in Interest of Holders (based on the recommendation of the Lessee) or the Owner Trustee (with the consent of the Lessee and the Majority in Interest of Holders), may appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of by an instrument signed by such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and to the Noteholders by the IssuerHolders. If no a successor indenture trustee Indenture Trustee shall not have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignationresignation or removal, the resigning Indenture Trustee Trustee, the Owner Trustee, the Lessee, the Owner Participant, or any Holder may appoint or petition apply to any court of competent jurisdiction to appoint a successor indenture trusteeIndenture Trustee to act until such time, if any, as a successor shall have been appointed as provided above. The successor Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee appointed as provided above. (b) If In case at any time any of the following shall occur: (i) the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.06, 12.03 hereof and shall fail to resign after written request therefor by the Owner Trustee or if at by any time Holder; or (ii) the Indenture Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), ; then the Issuer, or the Noteholders representing more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to Owner Trustee may remove the Indenture Trustee and and, with the consent of the Lessee, appoint a successor indenture trustee by written instrument, in duplicate, executed by a Responsible Officer of the Owner Trustee, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor indenture trustee. A copy of such instrument shall be delivered , or, subject to the other parties to this Base Indentureprovisions of Section 7.13 hereof, the Servicerany Holder who has been a bona fide Holder for at least six months may, the Back-Up Manager on behalf of himself and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such noticeall others similarly situated Holders, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint for the removal of the Indenture Trustee and the appointment of a successor indenture trustee. (c) The Majority of Noteholders . Such court may at any time upon 30 days advance written notice (with or without cause) thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instrumentstrustee, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until upon acceptance of appointment by the successor indenture trustee as provided in Section 11.0812.04 hereof. The successor Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee appointed as provided above within one year from the date of appointment by such court.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties the trusts hereby created hereunder with respect to one or more or all Series of Notes by giving not less than 30 days prior written notice thereof to the other parties to this Base IndentureIssuer, the Servicer, the Back-Up Manager Administrative Agent and all of the Noteholders. Upon receiving such notice of resignation, the Issuer shall use its commercially reasonable efforts to promptly appoint a successor indenture trustee meeting (which shall be reasonably acceptable to the eligibility requirements of Section 11.06 Global Requisite Majority) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee and the Administrative Agent, each Currency Hedge Counterparty and each Interest Rate Hedge Counterparty and one copy to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and to the Noteholders by the IssuerIndenture Trustee. If no successor indenture trustee Indenture Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the Global Requisite Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) , which successor trustee shall meet the eligibility standards set forth in Section 9.06 hereof. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.069.06 hereof and shall fail to resign after written request therefor by the Issuer, the Servicer or the Global Requisite Majority, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to then the Issuer by any Rating Agency) result in may, and at the qualification, downgrade or withdrawal direction of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto)Global Requisite Majority shall, then the Issuer, or the Noteholders representing more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to remove the Indenture Trustee and appoint a successor indenture trustee Indenture Trustee reasonably acceptable to the Global Requisite Majority by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor indenture trusteeIndenture Trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring The Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority of Noteholders may be removed at any time upon 30 days advance written notice (time, with or without cause) remove , at the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal direction of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization ExpensesGlobal Requisite Majority. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until upon acceptance of appointment by the successor indenture trustee as provided in Section 11.089.08 hereof. The Indenture Trustee agrees to instruct any co-trustee to the extent necessary to fulfill the Indenture Trustee’s obligations hereunder.

Resignation and Removal of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee will be effective until the acceptance of appointment by the successor Indenture Trustee. The Indenture Trustee may resign at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than 30 days thirty (30) days’ prior written notice thereof to the other parties to this Base IndentureCo-Issuers, the ServicerNoteholders, the Back-Up Manager Manager, the Controlling Class Representative, the Class A-1 Administrative Agent and all of the Noteholderseach Rating Agency. Upon receiving such notice of resignation, the Issuer shall use its commercially reasonable efforts to Co-Issuers, with the consent of the Controlling Class Representative (if any) or Majority Noteholders, will promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy No successor indenture trustee may accept its appointment unless at the time of such instrument shall be delivered acceptance such successor is qualified and eligible under this Base Indenture and a notification has been given to the other parties Rating Agencies and the Controlling Class Representative (if any) or Majority Noteholders has provided its consent with respect to this Base Indenture, the Servicer, the Back-Up Manager and to the Noteholders by the Issuersuch appointment. If no successor indenture trustee shall have been so is appointed and have accepted appointment an instrument of acceptance by a successor indenture trustee is not delivered to the Indenture Trustee within 30 thirty (30) days after of its resignation, at the giving direction of such notice of resignationthe Controlling Class Representative (if any) or Majority Noteholders, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.0611.06 and shall fail to resign after written request therefor by the Co-Issuers or the Manager, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer Co-Issuers by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the IssuerCo-Issuers, or the Noteholders representing more than 50% of the aggregate Class Principal Balance Balances of all Notes (the “Majority Classes of Noteholders”)outstanding Notes, will, upon 30 days’ prior written notice, shall be authorized to remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Indenture and the Noteholders by the IssuerCo-Issuers. If no successor indenture trustee has accepted an appointment within 30 days after such noticeremoval, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority Noteholders representing more than 50% of Noteholders the aggregate Class Principal Balances of all Classes of outstanding Notes may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the IssuerCo-Issuers, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Indenture and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.08.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties the trusts hereby created hereunder with respect to one or more or all Series of Notes by giving not less than 30 days prior written notice thereof to the other parties to this Base IndentureIssuer, the ServicerManager, the Back-Up Administrative Agent, each Interest Rate Hedge Provider and the Noteholders. The Indenture Trustee may also be removed by the Issuer for any reason so long as no Default or Event of Default is occurring, provided that the Manager and all the Requisite Global Majority agree to such removal, and such removal will not be effective until upon the acceptance by a successor Indenture Trustee of its appointment in accordance with the Noteholdersterms herein. Upon receiving such notice of resignation, the Issuer at the direction and subject to the consent of the Requisite Global Majority shall use its commercially reasonable efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee Trustee, the Administrative Agent, each Interest Rate Hedge Provider and one copy to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and to the Noteholders by the IssuerIndenture Trustee. If no successor indenture trustee Indenture Trustee shall have been so appointed and have by the Issuer or the proposed successor Indenture Trustee has not accepted its appointment within 30 thirty (30) days after the giving of such notice of resignationresignation or removal, the Requisite Global Majority may appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the resigning Indenture Trustee Trustee, with the consent of the Administrative Agent, may appoint or petition at the expense of the Issuer any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) Indenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.06906 hereof and shall fail to resign after written request therefor by the Issuer at the direction of the Requisite Global Majority or the Administrative Agent, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to then the Issuer by any Rating Agency) result in at the qualification, downgrade or withdrawal direction of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, or the Noteholders representing more than 50% of the aggregate Class Principal Balance of all Notes (the “Requisite Global Majority of Noteholders”), will, upon 30 days’ prior written notice, be authorized to shall remove the Indenture Trustee and appoint a successor indenture trustee Indenture Trustee within sixty (60) days thereafter by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trustee. (c) The Majority of Noteholders may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Issuer, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee Indenture Trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until upon acceptance of appointment by the successor indenture trustee Indenture Trustee as provided in Section 11.08908 hereof.

Resignation and Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than 30 sixty (60) days prior written notice thereof to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and all of the Noteholders. Upon receiving such notice of resignation, the Issuer Issuers shall use its commercially reasonable their best efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and to the Noteholders by the IssuerIssuers. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may appoint or petition any court of competent jurisdiction to appoint for the appointment of a successor indenture trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.0611.06 and shall fail to resign after written request therefor by the Issuers or the Servicer, or if at any time the Indenture Trustee 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, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer Issuers by any Rating Agency) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the IssuerIssuers, or the Noteholders representing entitled to more than 50% of the aggregate Class Principal Balance of all Notes (the “Majority of Noteholders”)Voting Rights, will, upon 30 days’ prior written notice, be authorized to may remove the Indenture Trustee and appoint a successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A copy of such instrument shall be delivered to the other parties to this Base Indenture, the Servicer, the Back-Up Manager Servicer and the Noteholders by the Issuer. If no successor indenture trustee has accepted an appointment within 30 days after such notice, the retiring Indenture Trustee may petition any court of competent jurisdiction to appoint a successor indenture trusteeIssuers. (c) The Majority holders of Noteholders Notes entitled to more than 50% of the Voting Rights may at any time upon 30 days advance written notice (with or without cause) remove the Indenture Trustee and appoint a successor indenture trustee by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the IssuerIssuers, one complete set to the Indenture Trustee so removed, and one complete set to the successor indenture trustee so appointed. All expenses incurred by the Indenture Trustee in connection with its transfer of all documents relating to the Notes to a successor indenture trustee following the removal of the Indenture Trustee without cause pursuant to this Section 11.07(c) shall be reimbursed to the removed Indenture Trustee within 30 thirty (30) days of demand therefor, such reimbursement to be made by the Noteholders that terminated the Indenture Trustee; provided, however, that if such Noteholders do not reimburse the Indenture Trustee within such thirty (30) day period, such expenses shall be reimbursed as Additional Securitization Issuer Expenses. A copy of such instrument shall be delivered to the other parties to this Base Indenture, Indenture the Servicer, the Back-Up Manager Servicer and the remaining Noteholders by the successor indenture trustee so appointed. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.08.