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

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, Servicer and the Issuer, each Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by the Required Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agencythe Funding Agents, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or the Required Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture TrusteeTrustee upon 30 days’ prior written notice. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of NotesRequired Noteholders, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be with a copy delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agencythe Funding Agents, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, Servicer and the Issuer, each Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% a majority of the Adjusted Outstanding Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agencythe Agent, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% a majority of the Adjusted Outstanding Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% a majority of the Adjusted Outstanding Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agencythe Agent, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each the Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each the Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each the Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be with a copy delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture TrusteeTrustee upon 30 days’ prior written notice. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be with a copy delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may give notice of its intent to resign at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, so notifying the Issuer, each Rating Agency . The Requisite Noteholders may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer shall remove the Noteholders. Upon receiving such Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 10.7; (ii) the Indenture Trustee is adjudged bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee gives notice of resignationits intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee. (c) A successor Indenture Trustee not objected shall deliver a written acceptance of its appointment to by Noteholders representing at least 66-2/3% the retiring Indenture Trustee and to the Issuer and thereupon the resignation or removal of the Adjusted Note Balance of each Class of Notes within 30 days after prior written noticeIndenture Trustee shall become effective, by written instrumentand the successor Indenture Trustee, in sextuplicatewithout any further act, one counterpart of which instrument deed or conveyance shall be delivered to each have all the rights, powers and duties of the Issuer, Indenture Trustee under the Servicer, each Rating Agency, Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders, . The retiring Indenture Trustee shall promptly transfer all property held by it as the Indenture Trustee to the successor Indenture Trustee and at the predecessor Indenture Trustee. expense of the Issuer. (d) If no a successor Indenture Trustee shall have been so appointed and have accepted appointment does not take office within 60 sixty (60) days after the giving of such retiring Indenture Trustee gives notice of resignationits intent to resign or is removed, the resigning retiring Indenture Trustee Trustee, the Issuer or the Holders of a Majority in Interest of each Series of Notes Outstanding may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (be) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in comply with Section 10.7, any material respect its obligations under this Indenture, or shall be adjudged as bankrupt or insolvent, or a receiver Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee or and the appointment 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (cf) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in pursuant to Section 7.9 hereof10.8(c) and payment of all fees and expenses owed to the outgoing Indenture Trustee. (g) Notwithstanding the resignation or removal of the Indenture Trustee pursuant to this Section, the Issuer’s obligations under Section 10.6 shall continue for the benefit of the retiring Indenture Trustee. The Indenture Trustee shall not be liable for the acts or omissions of any successor Indenture Trustee.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture TrusteeTrustee upon 30 days’ prior written notice. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be with a copy delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may give notice of its intent to resign at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, so notifying the Issuer, each Rating Agency . The Requisite Noteholders may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer shall remove the Noteholders. Upon receiving such Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 10.7; (ii) the Indenture Trustee is adjudged bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee gives notice of resignationits intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee. (c) A successor Indenture Trustee not objected shall deliver a written acceptance of its appointment to by Noteholders representing at least 66-2/3% the retiring Indenture Trustee and to the Issuer and thereupon the resignation or removal of the Adjusted Note Balance of each Class of Notes within 30 days after prior written noticeIndenture Trustee shall become effective, by written instrumentand the successor Indenture Trustee, in sextuplicatewithout any further act, one counterpart of which instrument deed or conveyance shall be delivered to each have all the rights, powers and duties of the Issuer, Indenture Trustee under the Servicer, each Rating Agency, Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders, . The retiring Indenture Trustee shall promptly transfer all property held by it as the Indenture Trustee to the successor Indenture Trustee and at the predecessor Indenture Trustee. expense of the Issuer. (d) If no a successor Indenture Trustee shall have been so appointed and have accepted appointment does not take office within 60 days after the giving of such retiring Indenture Trustee gives notice of resignationits intent to resign or is removed, the resigning retiring Indenture Trustee Trustee, the Issuer or the Holders of a Majority in Interest of each Series of Notes Outstanding may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (be) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in comply with Section 10.7, any material respect its obligations under this Indenture, or shall be adjudged as bankrupt or insolvent, or a receiver Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee or and the appointment 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (cf) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in pursuant to Section 7.9 hereof10.8(c) and payment of all fees and expenses owed to the outgoing Indenture Trustee. (g) Notwithstanding the resignation or removal of the Indenture Trustee pursuant to this Section, the Issuer’s obligations under Section 10.6 shall continue for the benefit of the retiring Indenture Trustee. The Indenture Trustee shall not be liable for the acts or omissions of any successor Indenture Trustee.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may give notice of its intent to resign at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, so notifying the Issuer, . The Holders of a Majority in Interest of each Rating Agency Series of Outstanding Investor Notes may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer shall remove the Noteholders. Upon receiving such Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 10.7; (ii) the Indenture Trustee is adjudged bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee gives notice of resignationits intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no . (c) A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer and thereupon the resignation or removal of the Indenture Trustee shall become effective, and the successor Indenture Trustee, without any further act, deed or conveyance shall have been so appointed all the rights, powers and have accepted appointment duties of the Indenture Trustee under the Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as the Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within 60 days after the giving of such retiring Indenture Trustee gives notice of resignationits intent to resign or is removed, the resigning retiring Indenture Trustee Trustee, the Issuer or the Holders of a Majority in Interest of each Series of Outstanding Investor Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (be) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in comply with Section 10.7, any material respect its obligations under this Indenture, or shall be adjudged as bankrupt or insolvent, or a receiver Investor Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee or and the appointment 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (cf) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in pursuant to Section 7.9 hereof10.8(c) and payment of all fees and expenses owed to the outgoing Indenture Trustee. (g) Notwithstanding the resignation or removal of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 10.6 shall continue for the benefit of the retiring Indenture Trustee. The Indenture Trustee shall not be liable for the acts or omissions of any successor Indenture Trustee.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency the Noteholders, the Purchasers and the NoteholdersAdministrative Agent. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee meeting the requirements of Section 7.7 hereof not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes Administrative Agent within 30 days after prior written notice, by written instrument, in sextuplicatequintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of Administrative Agent may direct, and the Adjusted Note Balance of each Class of Notes may direct the Issuer to Servicer shall follow such direction and remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee meeting the requirements of Section 7.7 not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of NotesAdministrative Agent, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating AgencyPurchaser, the Administrative Agent, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Subject to clause (c) below, the Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency Issuer and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes Majority Facility Investors within 30 days after prior written of such notice, by written instrument, in sextuplicatequintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 7.07 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this IndentureIndenture and Servicing Agreement, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes Majority Facility Investors may direct direct, and the Issuer to Servicer shall follow such direction and remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of NotesMajority Facility Investors, within 30 days after prior written notice, by written instrument, in sextuplicatesufficient originals, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 7.08 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 7.09 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ prior written notice thereof to the Servicer, the Issuer, each the Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each the Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each the Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee Trustee, or any trustee or trustees hereafter appointed, may at any time resign and be discharged with respect by giving written notice of such resignation to the Notes Company and by giving 60 days’ written mailing notice thereof thereof, at the Company's expense, to the Servicer, holders of the Issuer, each Rating Agency and Debt Securities at their addresses as they shall appear on the NoteholdersDebt Security Register. Upon receiving such notice of resignation, the Issuer Company shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% trustee or trustees, in accordance with the provisions of the Adjusted Note Balance of each Class of Notes within 30 days after prior written noticeSection 6.09, by written instrument, in sextuplicateduplicate, one counterpart copy of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor resigning Indenture Trustee and one copy to the predecessor Indenture Trusteesuccessor trustee. If no successor Indenture Trustee trustee shall have been so appointed and have accepted appointment within 60 days after the giving mailing of such notice of resignationresignation to the affected Securityholders, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trusteetrustee, or any Securityholder who has been a bona fide holder of a Debt Security for at least six months may, subject to the provisions of Section 5.10, on behalf of such Securityholder and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) If In case at any time any of the following shall occur: (1) the Indenture Trustee shall fail to comply with the provisions of Section 6.09 after written request therefor by the Company or by any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months, or (2) the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof 6.09 and shall fail to resign after written request therefor by the IssuerCompany or by any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months, or if at any time or (3) the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenturebecome incapable of acting, or shall be adjudged as 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 then, in any such case, the Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes Company may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly and appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% trustee, in accordance with the provisions of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written noticeSection 6.09, by written instrument, in sextuplicateduplicate, one counterpart copy of which instrument shall be delivered to each the Indenture Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5.10, if no successor trustee shall have been so appointed and have accepted appointment within 60 days of the Issueroccurrence of (1), (2) or (3) above, any Securityholder who has been a bona fide holder of a Debt Security for at least six months may, on behalf of such Securityholder and all others similarly situated, petition any court of competent jurisdiction for the Servicer, removal of the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Indenture TrusteeTrustee and appoint a successor trustee. (c) Upon prior written notice to the Company and the Indenture Trustee, the holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding may at any time remove the Indenture Trustee and nominate a successor trustee, which shall be deemed appointed as successor trustee unless within ten Business Days after written notification of such nomination the Company objects thereto. If no successor trustee shall have been so appointed and shall have accepted appointment within 60 days after such removal, the Indenture Trustee so removed or any Securityholder, upon the terms and conditions and otherwise as in subsection (a) of this Section 6.10, may petition any court of competent jurisdiction for an appointment of a successor trustee. (d) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee trustee pursuant to any of the provisions of this Section 7.8 6.10 shall not become effective until upon acceptance of appointment by the successor Indenture Trustee trustee as provided in Section 7.9 hereof6.11.

Resignation or Removal of Indenture Trustee. (a) The Subject to clause (c) below, the Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency Issuer and the Noteholders. Upon receiving such notice of resignationresignation from the Indenture Trustee, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% meeting the requirements of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, Section 6.07 hereof by written instrument, in sextuplicate, one counterpart a copy of which instrument shall be delivered to the Servicer, the successor Indenture Trustee, the predecessor Indenture Trustee and each Rating Agency. The Noteholder Majority may remove the Indenture Trustee at any time and shall appoint a successor that meets the requirements of Section 6.07 hereof by written instrument, a copy of which shall be delivered to the Issuer, the Servicer, the successor Indenture Trustee, the predecessor Indenture Trustee and each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed and have accepted appointment within 60 days after such removal or the giving of such notice of resignation, the resigning Indenture Trustee Trustee, the Issuer or the Noteholder Majority may petition any court of competent jurisdiction 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 7.7 6.07 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of shall direct, and the Adjusted Note Balance of each Class of Notes may direct the Issuer Servicer shall follow such direction and, subject to clause (c) below, remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% that meets the requirements of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, Section 6.07 hereof by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered with a copy to each of the Issuer, the Servicer, the Noteholderssuccessor Indenture Trustee, the predecessor Indenture Trustee and each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 6.08 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 6.09 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency Issuer and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Aggregate Outstanding Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicatequintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Aggregate Outstanding Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Aggregate Outstanding Note Balance of each Class of NotesBalance, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to from the Notes trusts hereby created by giving 60 30 days’ ' prior written notice thereof to the Servicer, the Issuer, each Rating Agency Servicer and the NoteholdersInsurer. Upon receiving such notice of resignation, (a) the Issuer Insurer (provided no Insurer Default has occurred and is continuing), or (b) if an Insurer Default has occurred and is continuing, the Note Majority, the Servicer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicateduplicate, one counterpart copy of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, resigning Indenture Trustee and one copy to the successor Indenture Trustee and Trustee; provided that the predecessor Indenture Trusteeconsent of the Insurer shall be required. If no successor 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 Trustee. (b) Trustee which satisfies the eligibility requirements pursuant to Section 8.19. The Indenture Trustee may be removed at any time by written demand of the Insurer delivered to the Indenture Trustee and the Servicer, provided that, if an Insurer Default has occurred which is continuing, such right of the Insurer shall be inoperative during the period of such Insurer Default and shall instead vest in the Note Majority. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof 8.19 and shall fail to resign after written request therefor by the IssuerInsurer or the Servicer, with the prior consent of the Insurer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as bankrupt or insolvent, or a receiver receiver, conservator 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 at request of the Insurer then the Issuer or Noteholders representing at least 66-2/3% Servicer with the prior written consent of the Adjusted Note Balance Insurer may (and at the instruction of each Class of Notes may direct the Issuer to Insurer shall) remove the Indenture Trustee. If it removes the Servicer shall remove the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer Servicer, with the prior written consent of the Insurer, shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% that meets the eligibility requirements of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, Section 8.19 by written instrument, in sextuplicateduplicate, one counterpart copy of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, Indenture Trustee so removed and one copy to the successor Indenture Trustee Trustee, and pay all fees and expenses owed to the predecessor outgoing Indenture Trustee. (c) . Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 8.20 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in pursuant to Section 7.9 hereof8.14 and payment of all fees and expenses owed to the outgoing Indenture Trustee. The Servicer shall provide notice of such resignation or removal of the Indenture Trustee to the Rating Agencies and the Insurer.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ prior written notice thereof to the Servicer, the Issuer, each the Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then Outstanding within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each the Rating Agency, the Noteholders, the holder of the Residual Certificate, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then Outstanding may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class of NotesNotes then Outstanding, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each the holder of the Residual Certificate, the Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency the Noteholders, the Purchasers and the NoteholdersAdministrative Agent. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee meeting the requirements of Section 7.7 hereof not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes Administrative Agent within 30 days after prior written notice, by written instrument, in sextuplicatequintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and Trustee, the predecessor Indenture Trustee. Trustee and S&P. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of Administrative Agent may direct, and the Adjusted Note Balance of each Class of Notes may direct the Issuer to Servicer shall follow such direction and remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee meeting the requirements of Section 7.7 not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of NotesAdministrative Agent, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating AgencyPurchaser, the Administrative Agent, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to from the Notes trusts hereby created by giving 60 days’ written notice thereof to the Servicer, the IssuerIssuers, and each Rating Agency and Noteholder, which resignation will not become effective until such time as a successor Indenture Trustee has been appointed in accordance with the Noteholdersprovisions of this Section 7.09. Upon receiving such notice of resignation, the Issuer Servicer shall promptly appoint a successor Indenture Trustee not objected acceptable to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written noticeMajority Holders, by written instrument, in sextuplicateduplicate, one counterpart copy of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor resigning Indenture Trustee and one copy to the predecessor successor Indenture Trustee. If no successor 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 Trustee. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 7.08 hereof and shall fail to resign after written request therefor by the IssuerServicer, or the Majority Holders, if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 conservation, or liquidation, then the Issuer or Noteholders representing Servicer shall, at least 66-2/3% the direction of the Adjusted Note Balance of each Class of Notes may direct the Issuer to Majority Holders, remove the Indenture Trustee. If it removes Notwithstanding anything in this Indenture to the contrary, the Majority Holders shall have the right to remove the Indenture Trustee under for "cause". For purposes of this section, "cause" shall mean (i) the authority of the immediately preceding sentencegross negligence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation bad faith or removal willful misconduct of the Indenture Trustee and appointment in the performance of a successor its duties under this Indenture or (ii) the failure or unwillingness of the Indenture Trustee to perform its duties under this Indenture. In the event that the Indenture Trustee is removed by the Majority Holders pursuant to any of this Section, the provisions of removal and substitution procedures set forth in this Section 7.8 7.09 and Section 7.10 hereof shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereofbe followed.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency Issuer and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3more than 51% of the Adjusted then Outstanding Note Balance of each Class of Notes within 30 days after prior written of such notice, by written instrument, in sextuplicatequintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (ba) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 7.07 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders Holders representing at least 66-2/3more than 51% of the Adjusted then Outstanding Note Balance of each Class of Notes may direct direct, and the Issuer to Servicer shall follow such direction and remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least 66-2/3more than 51% of the Adjusted then Outstanding Note Balance of each Class of NotesBalance, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each the Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (cb) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 7.08 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 7.09 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be with a copy delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture TrusteeTrustee upon 30 days’ prior written notice. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee.66 KL2 3337076.6 (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be with a copy delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture TrusteeTrustee upon 30 days’ prior written notice. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be with a copy delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee.. 66 (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ ' written notice thereof to the Servicer, the Issuer, each the Agent and the Rating Agency and (to the Noteholdersextent any Class of Notes are rated). Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% a majority of the Adjusted Outstanding Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agencythe Agent, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% a majority of the Adjusted Outstanding Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% a majority of the Adjusted Outstanding Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agencythe Agent, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, the Noteholders and each of the Rating Agency and the NoteholdersAgencies. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/351% of the Adjusted Outstanding Note Balance of each Class of Notes then Outstanding within 30 days after prior written notice, by written instrument, in sextuplicatequintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders Holders representing at least 66-2/351% of the Adjusted Outstanding Note Balance of each Class of Notes then Outstanding may direct direct, and the Issuer to Servicer shall follow such direction and remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least 66-2/351% of the Adjusted Outstanding Note Balance of each Class of NotesNotes then Outstanding, within 30 days after prior written notice, by written instrument, in sextuplicatequintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each the Rating AgencyAgencies, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof7.9.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency Issuer and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3more than 51% of the Adjusted then Aggregate Outstanding Note Balance of each Class of Notes within 30 days after prior written of such notice, by written instrument, in sextuplicatequintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (ba) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 7.07 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders Holders representing at least 66-2/3more than 51% of the Adjusted then Outstanding Note Balance of each Class of Notes may direct direct, and the Issuer to Servicer shall follow such direction and remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least 66-2/3more than 51% of the Adjusted then Aggregate Outstanding Note Balance of each Class of NotesBalance, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each the Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (cb) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 7.08 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 7.09 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may give notice of its intent to resign at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, so notifying the Issuer, . The Holders of a Majority in Interest of each Rating Agency Series of Outstanding Investor Notes may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer shall remove the Noteholders. Upon receiving such Indenture Trustee if: (i) the Indenture Trustee fails to comply with SECTION 10.7; (ii) the Indenture Trustee is adjudged bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee gives notice of resignationits intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no . (c) A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer and thereupon the resignation or removal of the Indenture Trustee shall become effective, and the successor Indenture Trustee, without any further act, deed or conveyance shall have been so appointed all the rights, powers and have accepted appointment duties of the Indenture Trustee under the Indenture. The successor Indenture Trustee shall mail a notice of its succession to Investor Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as the Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within 60 days after the giving of such retiring Indenture Trustee gives notice of resignationits intent to resign or is removed, the resigning retiring Indenture Trustee Trustee, the Issuer or the Holders of a Majority in Interest of each Series of Outstanding Investor Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (be) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in comply with Section 10.7, any material respect its obligations under this Indenture, or shall be adjudged as bankrupt or insolvent, or a receiver Investor Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee or and the appointment 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (cf) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereofpursuant to SECTION 10.8(c) and payment of all fees and expenses owed to the outgoing Indenture Trustee. (g) Notwithstanding the resignation or removal of the Indenture Trustee pursuant to this Section, the Issuer's obligations under SECTION 10.6 shall continue for the benefit of the retiring Indenture Trustee. The Indenture Trustee shall not be liable for the acts or omissions of any successor Indenture Trustee.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency Issuer and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes Majority Facility Investors within 30 days after prior written of such notice, by written instrument, in sextuplicatequintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 7.07 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this IndentureIndenture and Servicing Agreement, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes Majority Facility Investors may direct direct, and the Issuer to Servicer shall follow such direction and remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of NotesMajority Facility Investors, within 30 days after prior written notice, by written instrument, in sextuplicatequintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 7.08 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 7.09 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency the Noteholders, the Purchasers and the NoteholdersAdministrative Agent. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee meeting the requirements of Section 7.7 hereof not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes Administrative Agent within 30 days after prior written notice, by written instrument, in sextuplicatequintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of Administrative Agent may direct, and the Adjusted Note Balance of each Class of Notes may direct the Issuer to Servicer shall follow such direction and remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee meeting the requirements of Section 7.7 not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of NotesAdministrative Agent, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating AgencyPurchaser, the Administrative Agent, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective KL2 2787938.7 until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ prior written notice thereof to the Servicer, the Issuer, each the Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each the Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders Holders representing at least 66-2/366/2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least 66-2/366/2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each the Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no successor Indenture 63 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) a. The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ ' prior written notice thereof to the Servicer, the Issuer, each Rating Agency Issuer and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least more than 66-2/3% of the Adjusted Outstanding Note Balance of each the most senior Class of Notes then Outstanding, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agencythe Noteholders, the Noteholdersholder of the Residual Certificate, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) b. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders Holders representing at least 66-2/3% of the Adjusted Outstanding Note Balance of each the most senior Class of Notes then Outstanding, may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least 66-2/3% of the Adjusted Outstanding Note Balance of each the most senior Class of NotesNotes then Outstanding, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agencythe holder of the Residual Certificate, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) c. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ prior written notice thereof to the Servicer, the Issuer, each Rating Agency Issuer and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least more than 66-2/3% of the Adjusted Outstanding Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agencythe Noteholders, the Noteholdersholder of the Residual Certificate, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders Holders representing at least 66-2/3% of the Adjusted Outstanding Note Balance of each Class of Notes Balance, may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least 66-2/3% of the Adjusted Outstanding Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agencythe holder of the Residual Certificate, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ ' written notice thereof to the Servicer, the Issuer, each the Rating Agency Agencies and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each the Rating AgencyAgencies, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each the Rating AgencyAgencies, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee.64 (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer, each Rating Agency the Noteholders, the Purchasers and the NoteholdersAgent. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee meeting the requirements of Section 7.7 hereof not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes Agent within 30 days after prior written notice, by written instrument, in sextuplicatequintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of Agent may direct, and the Adjusted Note Balance of each Class of Notes may direct the Issuer to Servicer shall follow such direction and remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee meeting the requirements of Section 7.7 not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of NotesAgent, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating AgencyPurchaser, the Agent, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ ' written notice thereof to the Servicer, the Issuer, each the Rating Agency Agencies, the Noteholder and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each the Rating AgencyAgencies, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders Holders representing at least 66-2/366/2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least 66-2/366/2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each the Rating AgencyAgencies, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, Servicer and the Issuer, each Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% a majority of the Adjusted Outstanding Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agencythe Agent, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% a majority of the Adjusted Outstanding Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% a majority of the Adjusted Outstanding Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agencythe Agent, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions provi­sions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, Servicer and the Issuer, each Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by the Required Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agencythe Funding Agents, the Noteholders, the successor Indenture Trustee 51 and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or the Required Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture TrusteeTrustee upon 30 days’ prior written notice. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of NotesRequired Noteholders, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be with a copy delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agencythe Funding Agents, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ ' written notice thereof to the Servicer, the Issuer, each the Rating Agency Agencies, the Noteholder and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each the Rating AgencyAgencies, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each the Rating AgencyAgencies, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) a. The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ ' prior written notice thereof to the Servicer, the Issuer, each the Rating Agency and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least more than 66-2/3% of the Outstanding Note Balance of the Class A Notes and 66-2/3% of the Adjusted Note Balance of the Class B Notes, in each case, if such Class of Notes is then Outstanding, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each the Rating Agency, the Noteholders, the holder of the Residual Certificate, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) b. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders Holders representing at least 66-2/3% of the Outstanding Note Balance of the Class A Notes and 66-2/3% of the Adjusted Note Balance of the Class B Notes, in each case, if such Class of Notes is then Outstanding, may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least 66-2/3% of the Outstanding Note Balance of the Class A Notes and 66-2/3% of the Adjusted Note Balance of the Class B Notes, in each case, if such Class of NotesNotes is then Outstanding, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each the holder of the Residual Certificate, the Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) c. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) 1. The Indenture Trustee may give notice of its intent to resign at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, so notifying the Issuer, . The Holders of a Majority in Interest of each Rating Agency Series of Outstanding Investor Notes may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer shall remove the NoteholdersIndenture Trustee if: a. the Indenture Trustee fails to comply with Section 10.7; b. the Indenture Trustee is adjudged bankrupt or insolvent; c. a receiver or other public officer takes charge of the Indenture Trustee or its property; or d. the Indenture Trustee otherwise becomes incapable of acting. 2. Upon receiving such If the Indenture Trustee gives notice of resignationits intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agency, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. 3. If no A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer and thereupon the resignation or removal of the Indenture Trustee shall become effective, and the successor Indenture Trustee, without any further act, deed or conveyance shall have been so appointed all the rights, powers and have accepted appointment duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as the Indenture Trustee to the successor Indenture Trustee. 4. If a successor Indenture Trustee does not take office within 60 days after the giving of such retiring Indenture Trustee gives notice of resignationits intent to resign or is removed, the resigning retiring Indenture Trustee Trustee, the Issuer or the Holders of a Majority in Interest of each Series of Outstanding Investor Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (b) 5. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in comply with Section 10.7, any material respect its obligations under this Indenture, or shall be adjudged as bankrupt or insolvent, or a receiver Investor Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee or and the appointment 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 Issuer or Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agency, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) 6. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in pursuant to Section 7.9 hereof10.8(c) and payment of all fees and expenses owed to the outgoing Indenture Trustee. 7. Notwithstanding the resignation or removal of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 10.6 shall continue for the benefit of the retiring Indenture Trustee. The Indenture Trustee shall not be liable for the acts or omissions of any successor Indenture Trustee.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ ' written notice thereof to the Servicer, the Issuer, each the Rating Agency Agencies, the Noteholder and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument installment shall be delivered to each of the Issuer, the Servicer, each the Rating AgencyAgencies, the Noteholders, the successor Indenture indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders Holders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each the Rating AgencyAgencies, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

Resignation or Removal of Indenture Trustee. (a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ ' written notice thereof to the Servicer, the Issuer, each the Agent and the Rating Agency and (to the Noteholdersextent any Class of Notes are rated). Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Adjusted Outstanding Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, each Rating Agencythe Agent, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no 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. (b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged as 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 Issuer or Noteholders representing at least 66-2/366/2/3% of the Adjusted Outstanding Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/366/2/3% of the Adjusted Outstanding Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, each Rating Agencythe Agent, the successor Indenture Trustee and the predecessor Indenture Trustee. (c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.