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

Resignation and Removal of the Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby and under the Sale and Servicing Agreement created by giving written notice thereof to the Issuer, the Servicer, the Rating Agencies and the Note Insurer, not less than 60 days before the date specified in such notice when such resignation is to take effect. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 and acceptable to the Note Insurer 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 Noteholders and the Note Insurer by the Servicer. Unless a successor indenture trustee shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor indenture trustee. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 6.06 and shall fail to resign after written request therefor by any Servicer, or the Note Insurer, 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, then the Servicer or the Note Insurer may remove the Indenture Trustee and the Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 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 Noteholders, each Rating Agency and the Note Insurer by the successor indenture trustee. If the Indenture Trustee fails to perform in accordance with the terms of this Agreement, the Class 1A Majority Noteholders and the Class 2A Majority Noteholders (with the consent of the Note Insurer) or the Note Insurer may remove the Indenture Trustee and appoint a successor indenture trustee acceptable to the Note Insurer 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 Servicer, one complete set to the Indenture Trustee so removed and one complete set to the successor Indenture Trustee so appointed. A copy of such instrument shall be delivered to the Note Insurer by the Servicer. The Seller may, in its discretion, remove the Indenture Trustee with the consent of the Note Insurer, which consent shall not be unreasonably withheld, without cause. The Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 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 Noteholders, each Rating Agency and the Note Insurer by the successor indenture trustee. Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor indenture trustee which satisfies the eligibility requirements of Section 6.06 as provided in Section 6.08.

Resignation and Removal of the Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby and under the Sale and Servicing Agreement created by giving written notice thereof to the Issuer, the ServicerManager, the Rating Agencies Administrative Agent, each Series Enhancer and the Note Insurer, not less than 60 days before the date specified in such notice when such resignation is to take effectNoteholders. Upon receiving such notice of resignation, the Servicer Issuer, at the direction and subject to the consent of the Requisite Global Majority, shall promptly appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 and acceptable to the Note Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee Trustee, each Hedge Counterparty, the Administrative Agent, each Series Enhancer, and one copy to the successor indenture trusteeIndenture Trustee. A copy of such instrument shall be delivered to the Noteholders and the Note Insurer by the Servicer. Unless a If no successor indenture trustee Indenture Trustee shall have been so appointed and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the Requisite Global Majority may appoint a successor Indenture Trustee or, if it does not do so within thirty (30) days after the end of such thirty (30) day period, the resigning Indenture Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor indenture trusteeIndenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time (i) the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 6.06 906 hereof and shall fail to resign after written request therefor by any Servicerthe Issuer, at the direction of the Requisite Global Majority, or the Note Insurer, or (ii) if at any time the Indenture Trustee shall become incapable of acting, or (iii) shall be adjudged a bankrupt or insolvent, or a receiver of the Indenture Trustee 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 (iv) the Indenture Trustee shall have defaulted in the performance of its duties under this Indenture which default materially and adversely affects the interest of any Noteholder or Series Enhancer (if such Series Enhancer is then the Servicer Control Party for a Series of Outstanding Notes) and, if curable, continues unremedied for thirty (30) days after the date on which there has been given to the Indenture Trustee by the Issuer, any Series Enhancer or any Noteholder, a written notice specifying such default or breach and requiring it to be remedied, then the Note Insurer may Issuer, at the direction of the Requisite Global Majority, shall remove the Indenture Trustee and the Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A one copy of such instrument shall be delivered to the Noteholders, each Rating Agency and the Note Insurer by the successor indenture trustee. If the Indenture Trustee fails to perform in accordance with the terms of this Agreement, the Class 1A Majority Noteholders and the Class 2A Majority Noteholders (with the consent of the Note Insurer) or the Note Insurer may remove the Indenture Trustee and appoint a successor indenture trustee acceptable to the Note Insurer 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 Servicer, one complete set to the Indenture Trustee so removed and one complete set to the successor Indenture Trustee so appointed. A copy of such instrument shall be delivered to the Note Insurer by the Servicer. The Seller may, in its discretion, remove the Indenture Trustee with the consent of the Note Insurer, which consent shall not be unreasonably withheld, without cause. The Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 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 Noteholders, each Rating Agency and the Note Insurer by the successor indenture trusteeTrustee. 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 shall become effective upon acceptance of appointment by the successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee as provided in Section 6.08908 hereof.

Resignation and Removal of the Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby and under the Sale and Servicing Agreement created by giving written notice thereof to the Issuer, the ServicerManager, the Rating Agencies Administrative Agent, each Series Enhancer and the Note Insurer, not less than 60 days before the date specified in such notice when such resignation is to take effectNoteholders. Upon receiving such notice of resignation, the Servicer Issuer, at the direction and subject to the consent of the Requisite Global Majority, shall promptly appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 and acceptable to the Note Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee Trustee, each Eligible Hedge Counterparty, the Administrative Agent, each Series Enhancer, and one copy to the successor indenture trusteeIndenture Trustee. A copy of such instrument shall be delivered to the Noteholders and the Note Insurer by the Servicer. Unless a If no successor indenture trustee Indenture Trustee shall have been so appointed and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the Requisite Global Majority may appoint a successor Indenture Trustee or, if it does not do so within thirty (30) days after the end of such thirty (30) day period, the resigning Indenture Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor indenture trusteeIndenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time (i) the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 6.06 906 hereof and shall fail to resign after written request therefor by any Servicerthe Issuer, at the direction of the Requisite Global Majority, or the Note Insurer, or (ii) if at any time the Indenture Trustee shall become incapable of acting, or (iii) shall be adjudged a bankrupt or insolvent, or a receiver of the Indenture Trustee 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 (iv) the Indenture Trustee shall have defaulted in the performance of its duties under this Indenture which default materially and adversely affects the interest of any Noteholder or Series Enhancer (if such Series Enhancer is then the Servicer Control Party for a Series of Outstanding Notes) and, if curable, continues unremedied for thirty (30) days after the date on which there has been given to the Indenture Trustee by the Issuer, any Series Enhancer or any Noteholder, a written notice specifying such default or breach and requiring it to be remedied, then the Note Insurer may Issuer, at the direction of the Requisite Global Majority, shall remove the Indenture Trustee and the Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A one copy of such instrument shall be delivered to the Noteholders, each Rating Agency and the Note Insurer by the successor indenture trustee. If the Indenture Trustee fails to perform in accordance with the terms of this Agreement, the Class 1A Majority Noteholders and the Class 2A Majority Noteholders (with the consent of the Note Insurer) or the Note Insurer may remove the Indenture Trustee and appoint a successor indenture trustee acceptable to the Note Insurer 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 Servicer, one complete set to the Indenture Trustee so removed and one complete set to the successor Indenture Trustee so appointed. A copy of such instrument shall be delivered to the Note Insurer by the Servicer. The Seller may, in its discretion, remove the Indenture Trustee with the consent of the Note Insurer, which consent shall not be unreasonably withheld, without cause. The Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 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 Noteholders, each Rating Agency and the Note Insurer by the successor indenture trusteeTrustee. 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 shall become effective upon acceptance of appointment by the successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee as provided in Section 6.08908 hereof.

Resignation and Removal of the Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby and under the Sale and Servicing Agreement created by giving prior written notice thereof to the Issuer, the ServicerManager, the Rating Agencies Lead Deal Agent, each Series Enhancer and the Note InsurerNoteholders; provided, not less than 60 days before the date specified in such notice when however, that no such resignation is to take effectshall be effective until a successor has been qualified and assumed the duties of the Indenture Trustee in accordance with the terms of this Indenture. Upon receiving such notice of resignation, the Servicer Issuer, at the direction of the Requisite Global Majority, shall promptly appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 and acceptable to the Note Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee Trustee, each Interest Rate Hedge Provider, the Lead Deal Agent, each Series Enhancer, and one copy to the successor indenture trusteeIndenture Trustee. A copy of such instrument shall be delivered to the Noteholders and the Note Insurer by the Servicer. Unless a If no successor indenture trustee Indenture Trustee shall have been so appointed and have accepted appointment within 60 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 sixty (60) days after the effective resignation, the resigning Indenture Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor 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 6.06 906 hereof and shall fail to resign after written request therefor by any Servicerthe Issuer, or at the Note Insurerdirection of the Requisite Global Majority, 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, then the Servicer or Issuer, at the Note Insurer may direction of the Requisite Global Majority, shall remove the Indenture Trustee and the Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A one copy of such instrument shall be delivered to the Noteholders, each Rating Agency and the Note Insurer by the successor indenture trustee. If the Indenture Trustee fails to perform in accordance with the terms of this Agreement, the Class 1A Majority Noteholders and the Class 2A Majority Noteholders (with the consent of the Note Insurer) or the Note Insurer may remove the Indenture Trustee and appoint a successor indenture trustee acceptable to the Note Insurer 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 Servicer, one complete set to the Indenture Trustee so removed and one complete set to the successor Indenture Trustee so appointed. A copy of such instrument shall be delivered to the Note Insurer by the Servicer. The Seller may, in its discretion, remove the Indenture Trustee with the consent of the Note Insurer, which consent shall not be unreasonably withheld, without cause. The Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 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 Noteholders, each Rating Agency and the Note Insurer by the successor indenture trusteeTrustee. Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor indenture trustee which satisfies the eligibility requirements of Section 6.06 as provided in Section 6.08908 hereof.

Resignation and Removal of the Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby and under the Sale and Servicing Agreement created by giving written notice thereof to the Issuer, the ServicerManager, the Rating Agencies Deal Agent, each Series Enhancer and the Note Insurer, not less than 60 days before the date specified in such notice when such resignation is to take effectNoteholders. Upon receiving such notice of resignation, the Servicer Issuer shall promptly appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 and acceptable to the Note Insurer by written instrument, in duplicate, a copy of which original instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trusteeIndenture Trustee. A copy of such the instrument shall also be delivered to the Noteholders and the Note Insurer by the ServicerDeal Agent. Unless a If no successor indenture trustee Indenture Trustee shall have been so appointed and have accepted appointment within 60 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 the Deal Agent and each Series Enhancer, may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor 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 6.06 906 hereof and shall fail to resign after written request therefor by the Issuer, any Servicer, Series Enhancer or the Note InsurerManager, 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, then the Servicer or the Note Insurer may Issuer shall remove the Indenture Trustee and the Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee by written instrument, in duplicate, one copy of which original instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A one copy of such instrument shall be delivered to the Noteholders, each Rating Agency and the Note Insurer by the successor indenture trustee. If the Indenture Trustee fails to perform in accordance with the terms of this Agreement, the Class 1A Majority Noteholders and the Class 2A Majority Noteholders (with the consent of the Note Insurer) or the Note Insurer may remove the Indenture Trustee and appoint a successor indenture trustee acceptable to the Note Insurer 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 Servicer, one complete set to the Indenture Trustee so removed and one complete set to the successor Indenture Trustee so appointed. A copy of such instrument shall be delivered to the Note Insurer by the Servicer. The Seller may, in its discretion, remove the Indenture Trustee with the consent of the Note Insurer, which consent shall not be unreasonably withheld, without cause. The Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 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 Noteholders, each Rating Agency and the Note Insurer by the successor indenture trusteeTrustee. Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor indenture trustee which satisfies the eligibility requirements of Section 6.06 as provided in Section 6.08908 hereof.

Resignation and Removal of the Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts trust hereby and under the Sale and Servicing Agreement created by giving written notice thereof to the IssuerDepositor, the Servicer, the Rating Agencies Master Servicer and the Note Insurer, not less than 60 days before the date specified in such notice when such resignation is to take effectHolders. Upon receiving such notice of resignation, the Servicer Depositor shall promptly appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 and acceptable to the Note Insurer Indenture Trustee by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trusteeIndenture Trustee. A copy of such instrument shall be delivered to the Noteholders Holders and the Note Insurer Master Servicer by the ServicerDepositor. Unless a If no successor indenture trustee Indenture Trustee shall have been so appointed and have accepted appointment within 60 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor indenture trusteeIndenture Trustee. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 6.06 7.06 and shall fail to resign after written request therefor 104 by any Servicer, or the Note InsurerDepositor, 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, then the Servicer or the Note Insurer Depositor may remove the Indenture Trustee and the Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trusteeIndenture Trustee. A copy of such instrument shall be delivered to the Noteholders, each Rating Agency and the Note Insurer by the successor indenture trustee. If the Indenture Trustee fails to perform in accordance with the terms of this Agreement, the Class 1A Majority Noteholders and the Class 2A Majority Noteholders (with Master Servicer by the consent Depositor. The Holders of Notes entitled to at least 51% of the Note Insurer) or the Note Insurer Voting Rights of both trusts together may at any time remove the Indenture Trustee and appoint a successor indenture trustee acceptable to the Note Insurer 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 ServicerDepositor, one complete set to the Indenture Trustee so removed and one complete set to the successor Indenture Trustee so appointed. A copy of such instrument shall be delivered to the Note Insurer Holders and the Master Servicer by the Servicer. The Seller may, in its discretion, remove the Indenture Trustee with the consent of the Note Insurer, which consent shall not be unreasonably withheld, without cause. The Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 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 Noteholders, each Rating Agency and the Note Insurer by the successor indenture trusteeDepositor. 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 shall not become effective upon until acceptance of appointment by the successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee as provided in Section 6.087.08.

Resignation and Removal of the Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby and under the Sale and Servicing Agreement created by giving written notice thereof to the Issuer, the ServicerCredit Enhancer, each Account Party, the Rating Agencies Owner Trustee, the Servicer and the Note Insurer, not less than 60 days before the date specified in such notice when such resignation is to take effectall Noteholders. Upon receiving such notice of resignation, the Servicer shall Issuer (or the Administrator on behalf of the Issuer) shall, with the consent of the Credit Enhancer, promptly appoint a successor indenture trustee which who satisfies the eligibility requirements of Section 6.06 and acceptable to the Note Insurer 6.6 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 Noteholders and the Note Insurer by the ServicerIssuer. Unless a successor indenture trustee shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor indenture trustee. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 6.06 6.6 and shall fail to resign after written request therefor by any Servicerthe Administrator, the Credit Enhancer or the Note InsurerMajority in Voting Interest of the Notes, or if at any time 39 Page 39 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, then the Servicer or the Note Insurer may remove the Indenture Trustee and the Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note InsurerCredit Enhancer, which approval shall not be unreasonably withheld, a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 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 NoteholdersCredit Enhancer, each Rating Agency and the Note Insurer by the successor indenture trustee. If the Indenture Trustee fails to perform in accordance with the terms of this Agreement, the Class 1A Majority Noteholders and the Class 2A Majority Noteholders (with the consent of the Note Insurer) or the Note Insurer may remove the Indenture Trustee and appoint a successor indenture trustee acceptable to the Note Insurer 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 Servicer, one complete set to the Indenture Trustee so removed and one complete set to the successor Indenture Trustee so appointed. A copy of such instrument shall be delivered to the Note Insurer by the Servicer. The Seller may, in its discretion, remove the Indenture Trustee with the consent of the Note Insurer, which consent shall not be unreasonably withheld, without cause. The Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 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 Noteholders, the Owner Trustee and each Rating Agency and the Note Insurer Account Party by the successor indenture trustee. Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor indenture trustee which satisfies the eligibility requirements of Section 6.06 as provided in Section 6.08Issuer.

Resignation and Removal of the Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby and under the Sale and Servicing Agreement created by giving written notice thereof to the Issuer, the ServicerManager, the Rating Agencies Administrative Agent, each Series Enhancer and the Note Insurer, not less than 60 days before the date specified in such notice when such resignation is to take effectNoteholders. Upon receiving such notice of resignation, the Servicer Issuer, at the direction and subject to the consent of the Requisite Global Majority, shall promptly appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 and acceptable to the Note Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee Trustee, each Eligible Interest Rate Hedge Counterparty, the Administrative Agent, each Series Enhancer, and one copy to the successor indenture trusteeIndenture Trustee. A copy of such instrument shall be delivered to the Noteholders and the Note Insurer by the Servicer. Unless a If no successor indenture trustee Indenture Trustee shall have been so appointed and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the Requisite Global Majority may appoint a successor Indenture Trustee or, if it does not do so within thirty (30) days after the end of such thirty (30) day period, the resigning Indenture Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor indenture trusteeIndenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time (i) the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 6.06 906 hereof and shall fail to resign after written request therefor by any Servicerthe Issuer, at the direction of the Requisite Global Majority, or the Note Insurer, or (ii) if at any time the Indenture Trustee shall become incapable of acting, or (iii) shall be adjudged a bankrupt or insolvent, or a receiver of the Indenture Trustee 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 (iv) the Indenture Trustee shall have defaulted in the performance of its duties under this Indenture which default materially and adversely affects the interest of any Noteholder or Series Enhancer (if such Series Enhancer is then the Servicer Control Party for a Series of Outstanding Notes) and, if curable, continues unremedied for thirty (30) days after the date on which there has been given to the Indenture Trustee by the Issuer, any Series Enhancer or any Noteholder, a written notice specifying such default or breach and requiring it to be remedied, then the Note Insurer may Issuer, at the direction of the Requisite Global Majority, shall remove the Indenture Trustee and the Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A one copy of such instrument shall be delivered to the Noteholders, each Rating Agency and the Note Insurer by the successor indenture trustee. If the Indenture Trustee fails to perform in accordance with the terms of this Agreement, the Class 1A Majority Noteholders and the Class 2A Majority Noteholders (with the consent of the Note Insurer) or the Note Insurer may remove the Indenture Trustee and appoint a successor indenture trustee acceptable to the Note Insurer 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 Servicer, one complete set to the Indenture Trustee so removed and one complete set to the successor Indenture Trustee so appointed. A copy of such instrument shall be delivered to the Note Insurer by the Servicer. The Seller may, in its discretion, remove the Indenture Trustee with the consent of the Note Insurer, which consent shall not be unreasonably withheld, without cause. The Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 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 Noteholders, each Rating Agency and the Note Insurer by the successor indenture trusteeTrustee. 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 shall become effective upon acceptance of appointment by the successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee as provided in Section 6.08908 hereof.

Resignation and Removal of the Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby and under the Sale and Servicing Agreement created by giving written notice thereof to the Issuer, the ServicerManager, the Rating Agencies Transition Agent, each Series Enhancer and the Note Insurer, not less than 60 days before the date specified in such notice when such resignation is to take effectNoteholders. Upon receiving such notice of resignation, the Servicer Issuer, at the direction and subject to the consent of the Requisite Global Majority, shall promptly appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 and acceptable to the Note Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee Trustee, each Hedge Counterparty, the Transition Agent, each Series Enhancer, and one copy to the successor indenture trusteeIndenture Trustee. A copy of such instrument shall be delivered to the Noteholders and the Note Insurer by the Servicer. Unless a If no successor indenture trustee Indenture Trustee shall have been so appointed and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the Requisite Global Majority may appoint a successor Indenture Trustee or, if it does not do so within thirty (30) days after the end of such thirty (30) day period, the resigning Indenture Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor indenture trusteeIndenture Trustee, which successor trustee shall meet the eligibility standards set forth in Section 906. If at any time (i) the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 6.06 906 hereof and shall fail to resign after written request therefor by any Servicerthe Issuer, at the direction of the Requisite Global Majority, or the Note Insurer, or (ii) if at any time the Indenture Trustee shall become incapable of acting, or (iii) shall be adjudged a bankrupt or insolvent, or a receiver of the Indenture Trustee 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 (iv) the Indenture Trustee shall have defaulted in the performance of its duties under this Indenture which default materially and adversely affects the interest of any Noteholder and, if curable, continues unremedied for thirty (30) days after the date on which there has been given to the Indenture Trustee by the Issuer, any Series Enhancer or any Noteholder, a written notice specifying such default or breach and requiring it to be remedied, then the Servicer or Issuer, at the Note Insurer may direction of the Requisite Global Majority, shall remove the Indenture Trustee and the Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A one copy of such instrument shall be delivered to the Noteholders, each Rating Agency and the Note Insurer by the successor indenture trustee. If the Indenture Trustee fails to perform in accordance with the terms of this Agreement, the Class 1A Majority Noteholders and the Class 2A Majority Noteholders (with the consent of the Note Insurer) or the Note Insurer may remove the Indenture Trustee and appoint a successor indenture trustee acceptable to the Note Insurer 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 Servicer, one complete set to the Indenture Trustee so removed and one complete set to the successor Indenture Trustee so appointed. A copy of such instrument shall be delivered to the Note Insurer by the Servicer. The Seller may, in its discretion, remove the Indenture Trustee with the consent of the Note Insurer, which consent shall not be unreasonably withheld, without cause. The Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 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 Noteholders, each Rating Agency and the Note Insurer by the successor indenture trusteeTrustee. 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 shall become effective upon acceptance of appointment by the successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee as provided in Section 6.08908 hereof.

Resignation and Removal of the Indenture Trustee. The Indenture Trustee may at any time resign and be discharged from the trusts hereby and under the Sale and Servicing Agreement created by giving prior written notice thereof to the Issuer, the ServicerManager, the Rating Agencies Lead Deal Agent and the Note InsurerNoteholders; provided, not less than 60 days before the date specified in such notice when however, that no such resignation is to take effectshall be effective until a successor has been qualified and assumed the duties of the Indenture Trustee in accordance with the terms of this Indenture. Upon receiving such notice of resignation, the Servicer Issuer, at the direction of the Requisite Global Majority, shall promptly appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 and acceptable to the Note Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Indenture Trustee Trustee, each Interest Rate Hedge Provider, the Lead Deal Agent, and one copy to the successor indenture trusteeIndenture Trustee. A copy of such instrument shall be delivered to the Noteholders and the Note Insurer by the Servicer. Unless a If no successor indenture trustee Indenture Trustee shall have been so appointed and have accepted appointment within 60 thirty (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 sixty (60) days after the effective resignation, the resigning Indenture Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor indenture trustee. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 6.06 906 hereof and shall fail to resign after written request therefor by any Servicerthe Issuer, or at the Note Insurerdirection of the Requisite Global Majority, 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, then the Servicer or Issuer, at the Note Insurer may direction of the Requisite Global Majority, shall remove the Indenture Trustee and the Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, appoint a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee. A one copy of such instrument shall be delivered to the Noteholders, each Rating Agency and the Note Insurer by the successor indenture trustee. If the Indenture Trustee fails to perform in accordance with the terms of this Agreement, the Class 1A Majority Noteholders and the Class 2A Majority Noteholders (with the consent of the Note Insurer) or the Note Insurer may remove the Indenture Trustee and appoint a successor indenture trustee acceptable to the Note Insurer 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 Servicer, one complete set to the Indenture Trustee so removed and one complete set to the successor Indenture Trustee so appointed. A copy of such instrument shall be delivered to the Note Insurer by the Servicer. The Seller may, in its discretion, remove the Indenture Trustee with the consent of the Note Insurer, which consent shall not be unreasonably withheld, without cause. The Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Note Insurer, which approval shall not be unreasonably withheld, a successor indenture trustee which satisfies the eligibility requirements of Section 6.06 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 Noteholders, each Rating Agency and the Note Insurer by the successor indenture trusteeTrustee. Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section shall become effective only upon acceptance of appointment by the successor indenture trustee which satisfies the eligibility requirements of Section 6.06 as provided in Section 6.08908 hereof.