Common use of Resignation or Removal of Trust Collateral Agent or Custodian Clause in Contracts

Resignation or Removal of Trust Collateral Agent or Custodian. (a) The Trust Collateral Agent and the Custodian may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Servicer. To the extent that the Trust Collateral Agent and the Custodian resign hereunder, the Indenture Trustee shall also resign under the Indenture and [the Collateral Agent] shall resign under the Spread Account Agreement. Upon receiving such notice of resignation, with the prior written consent of [the Note Insurer (or, if a Note Insurer Default shall have occurred or is continuing,] the Noteholders evidencing not less than 25% of the Note Balance), the Servicer shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian, as applicable, and one copy to the successor Trust Collateral Agent or successor Custodian. [If no successor Trust Collateral Agent or successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the Note Insurer may appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian and one copy to the successor Trust Collateral Agent or Custodian.] If no successor Trust Collateral Agent or Custodian shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trust Collateral Agent or Custodian may petition any court of competent jurisdiction for the appointment of a successor Trust Collateral Agent or Custodian, as applicable. [The Trust Collateral Agent or the Custodian may be removed at any time by written demand of the Note Insurer delivered to the Trust Collateral Agent or the Custodian, as applicable, and the Servicer.] (b) If at any time (i) the Trust Collateral Agent or the Custodian shall cease to be eligible in accordance with the provisions of Section 10.7 and shall fail to resign after written request therefor by the Servicer, (ii) the Trust Collateral Agent or the Custodian, as applicable, shall be legally unable to act, (iii) the Trust Collateral Agent and the Indenture Trustee shall be the same Person and the Indenture Trustee shall have resigned or been removed pursuant to Section 6.8 of the Indenture, or (iv) the Trust Collateral Agent or the Custodian shall be adjudged bankrupt or insolvent, or a receiver, conservator or liquidator of the Trust Collateral Agent, the Custodian or of any of their respective property shall be appointed, or any public officer shall take charge or control of the Trust Collateral Agent or Custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then [the Note Insurer shall (so long as no Note Insurer Default shall have occurred and be continuing), or] the Servicer may [(if a Note Insurer Default shall have occurred and be continuing)] remove the Trust Collateral Agent or Custodian. If [the Note Insurer or] the Servicer shall remove the Trust Collateral Agent or Custodian under the authority of the immediately preceding sentence, the Servicer [or the Note Insurer, as the case may be,] shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trust Collateral Agent or Custodian so removed and one copy to the successor Trust Collateral Agent or successor Custodian, and pay all fees and expenses owed to the outgoing Trustee[, provided that any successor Trust Collateral Agent or any successor Custodian appointed by the Servicer shall be acceptable to the Note Insurer]. (c) Any resignation or removal of the Trust Collateral Agent or the Custodian and appointment of a successor Trust Collateral Agent or Custodian pursuant to any of the provisions of this Section 10.8 shall not become effective until acceptance of appointment by the successor Trust Collateral Agent or Custodian, as applicable, pursuant to Section 10.9 and payment of all fees and expenses owed to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trust Collateral Agent or Custodian to each of the Rating Agencies and the Transferor. (d) If the Trust Collateral Agent and the Back-up Servicer shall be the same Person and the rights and obligations of the Back-up Servicer shall have been terminated pursuant to this Section 10.8, then [the Note Insurer (or, if a Note Insurer Default shall have occurred and be continuing,] the Majorityholders) shall have the option, by 60 days' prior notice in writing to the Servicer and the Trust Collateral Agent, to remove the Trust Collateral Agent[, and the Note Insurer shall not have any liability to the Trust Collateral Agent, LBAC, the Transferor, the Servicer, the Issuer or any Noteholder in connection with such removal]. (e) At any time following the Closing Date the Servicer may assume the duties of Custodian under this Agreement; provided, that [(i) the Note Insurer provides its prior written consent to the Trust Collateral Agent (which consent shall be granted or withheld by the Note Insurer in its sole discretion) and (ii)] the Rating Agency Condition has been satisfied.

Resignation or Removal of Trust Collateral Agent or Custodian. (a) The Trust Collateral Agent and the Custodian may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Servicer. To the extent that the Trust Collateral Agent and the Custodian resign hereunder, the Indenture Trustee shall also resign under the Indenture and [the Collateral Agent] Agent shall resign under the Spread Account Agreement. Upon receiving such notice of resignation, with the prior written consent of [the Note Insurer (or, if a Note Insurer Default shall have occurred or is continuing,] , the Class A Noteholders evidencing not less than 25% of the Class A Note Balance or, after the Policy Expiration Date, by the Class B Noteholders, evidencing not less than 25% of the Class B Note Balance), the Servicer shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian, as applicable, and one copy to the successor Trust Collateral Agent or successor Custodian. [If no successor Trust Collateral Agent or successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the Note Insurer may appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian and one copy to the successor Trust Collateral Agent or Custodian.] . If no successor Trust Collateral Agent or Custodian shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trust Collateral Agent or Custodian may petition any court of competent jurisdiction for the appointment of a successor Trust Collateral Agent or Custodian, as applicable. [The Trust Collateral Agent or the Custodian may be removed at any time by written demand of the Note Insurer delivered to the Trust Collateral Agent or the Custodian, as applicable, and the Servicer.] (b) If at any time (i) the Trust Collateral Agent or the Custodian shall cease to be eligible in accordance with the provisions of Section 10.7 and shall fail to resign after written request therefor by the Servicer, (ii) the Trust Collateral Agent or the Custodian, as applicable, shall be legally unable to act, (iii) the Trust Collateral Agent and the Indenture Trustee shall be the same Person and the Indenture Trustee shall have resigned or been removed pursuant to Section 6.8 of the Indenture, or (iv) the Trust Collateral Agent or the Custodian shall be adjudged bankrupt or insolvent, or a receiver, conservator or liquidator of the Trust Collateral Agent, the Custodian or of any of their respective property shall be appointed, or any public officer shall take charge or control of the Trust Collateral Agent or Custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then [the Note Insurer shall (so long as no Note Insurer Default shall have occurred and be continuing), or] or the Servicer may [(if a Note Insurer Default shall have occurred and be continuing)] ) remove the Trust Collateral Agent or Custodian. If [the Note Insurer or] or the Servicer shall remove the Trust Collateral Agent or Custodian under the authority of the immediately preceding sentence, the Servicer [or the Note Insurer, as the case may be,] , shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trust Collateral Agent or Custodian so removed and one copy to the successor Trust Collateral Agent or successor Custodian, and pay all fees and expenses owed to the outgoing Trustee[, provided that any successor Trust Collateral Agent or any successor Custodian appointed by the Servicer shall be acceptable to the Note Insurer]. (c) Any resignation or removal of the Trust Collateral Agent or the Custodian and appointment of a successor Trust Collateral Agent or Custodian pursuant to any of the provisions of this Section 10.8 shall not become effective until acceptance of appointment by the successor Trust Collateral Agent or Custodian, as applicable, pursuant to Section 10.9 and payment of all fees and expenses owed to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trust Collateral Agent or Custodian to each of the Rating Agencies and the Transferor. (d) If the Trust Collateral Agent and the Back-up Servicer shall be the same Person and the rights and obligations of the Back-up Servicer shall have been terminated pursuant to this Section 10.8, then [the Note Insurer (or, if a Note Insurer Default shall have occurred and be continuing,] , the Majorityholders) shall have the option, by 60 days' prior notice in writing to the Servicer and the Trust Collateral Agent, to remove the Trust Collateral Agent[, and the Note Insurer shall not have any liability to the Trust Collateral Agent, LBAC, the Transferor, the Servicer, the Issuer or any Noteholder in connection with such removal]. (e) At any time following the Closing Date the Servicer may assume the duties of Custodian under this Agreement; providedPROVIDED, that [(i) the Note Insurer provides its prior written consent to the Trust Collateral Agent (which consent shall be granted or withheld by the Note Insurer in its sole discretion) and (ii)] ) the Rating Agency Condition has been satisfied.

Resignation or Removal of Trust Collateral Agent or Custodian. (a) The Trust Collateral Agent and the Custodian may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Servicer. To the extent that the Trust Collateral Agent and the Custodian resign hereunder, the Indenture Trustee shall also resign under the Indenture and [the Collateral Agent] Agent shall resign under the Spread Account Agreement. Upon receiving such notice of resignation, with the prior written consent of [the Note Insurer (or, if a Note Insurer Default shall have occurred or is continuing,] , the Noteholders evidencing not less than 25% of the Note Balance), the Servicer shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian, as applicable, and one copy to the successor Trust Collateral Agent or successor Custodian. [If no successor Trust Collateral Agent or successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the Note Insurer may appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian and one copy to the successor Trust Collateral Agent or Custodian.] . If no successor Trust Collateral Agent or Custodian shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trust Collateral Agent or Custodian may petition any court of competent jurisdiction for the appointment of a successor Trust Collateral Agent or Custodian, as applicable. [The Trust Collateral Agent or the Custodian may be removed at any time by written demand of the Note Insurer delivered to the Trust Collateral Agent or the Custodian, as applicable, and the Servicer.] (b) If at any time (i) the Trust Collateral Agent or the Custodian shall cease to be eligible in accordance with the provisions of Section 10.7 and shall fail to resign after written request therefor by the Servicer, (ii) the Trust Collateral Agent or the Custodian, as applicable, shall be legally unable to act, (iii) the Trust Collateral Agent and the Indenture Trustee shall be the same Person and the Indenture Trustee shall have resigned or been removed pursuant to Section 6.8 of the Indenture, or (iv) the Trust Collateral Agent or the Custodian shall be adjudged bankrupt or insolvent, or a receiver, conservator or liquidator of the Trust Collateral Agent, the Custodian or of any of their respective property shall be appointed, or any public officer shall take charge or control of the Trust Collateral Agent or Custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then [the Note Insurer shall (so long as no Note Insurer Default shall have occurred and be continuing), or] or the Servicer may [(if a Note Insurer Default shall have occurred and be continuing)] ) remove the Trust Collateral Agent or Custodian. If [the Note Insurer or] or the Servicer shall remove the Trust Collateral Agent or Custodian under the authority of the immediately preceding sentence, the Servicer [or the Note Insurer, as the case may be,] , shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trust Collateral Agent or Custodian so removed and one copy to the successor Trust Collateral Agent or successor Custodian, and pay all fees and expenses owed to the outgoing Trustee[, provided that any successor Trust Collateral Agent or any successor Custodian appointed by the Servicer shall be acceptable to the Note Insurer]. (c) Any resignation or removal of the Trust Collateral Agent or the Custodian and appointment of a successor Trust Collateral Agent or Custodian pursuant to any of the provisions of this Section 10.8 shall not become effective until acceptance of appointment by the successor Trust Collateral Agent or Custodian, as applicable, pursuant to Section 10.9 and payment of all fees and expenses owed to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trust Collateral Agent or Custodian to each of the Rating Agencies and the Transferor. (d) If the Trust Collateral Agent and the Back-up Servicer shall be the same Person and the rights and obligations of the Back-up Servicer shall have been terminated pursuant to this Section 10.8, then [the Note Insurer (or, if a Note Insurer Default shall have occurred and be continuing,] , the Majorityholders) shall have the option, by 60 days' prior notice in writing to the Servicer and the Trust Collateral Agent, to remove the Trust Collateral Agent[, and the Note Insurer shall not have any liability to the Trust Collateral Agent, LBAC, the Transferor, the Servicer, the Issuer or any Noteholder in connection with such removal]. (e) At any time following the Closing Date the Servicer may assume the duties of Custodian under this Agreement; providedPROVIDED, that [(i) the Note Insurer provides its prior written consent to the Trust Collateral Agent (which consent shall be granted or withheld by the Note Insurer in its sole discretion) and (ii)] ) the Rating Agency Condition has been satisfied.

Resignation or Removal of Trust Collateral Agent or Custodian. (a) The Trust Collateral Agent and the Custodian may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Servicer. To the extent that the Trust Collateral Agent and the Custodian resign hereunder, the Indenture Trustee shall also resign under the Indenture and [the Collateral Agent] Agent shall resign under the Spread Account Agreement. Upon receiving such notice of resignation, with the prior written consent of [the Note Insurer (or, if a Note Insurer Default shall have occurred or is continuing,] , the Class A Noteholders evidencing not less than 25% of the Class A Note Balance or, after the Class A Notes have been paid in full and all outstanding Reimbursement Obligations and other amounts due to the Note Insurer have been paid in full and the term of the Note Policy (as set forth therein) has expired, by the Class B Noteholders, evidencing not less than 25% of the Class B Note Balance), the Servicer shall promptly appoint a successor Trust Collateral 57 Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian, as applicable, and one copy to the successor Trust Collateral Agent or successor Custodian. [If no successor Trust Collateral Agent or successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the Note Insurer may appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian and one copy to the successor Trust Collateral Agent or Custodian.] . If no successor Trust Collateral Agent or Custodian shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trust Collateral Agent or Custodian may petition any court of competent jurisdiction for the appointment of a successor Trust Collateral Agent or Custodian, as applicable. [The Trust Collateral Agent or the Custodian may be removed at any time by written demand of the Note Insurer delivered to the Trust Collateral Agent or the Custodian, as applicable, and the Servicer.] (b) If at any time (i) the Trust Collateral Agent or the Custodian shall cease to be eligible in accordance with the provisions of Section 10.7 and shall fail to resign after written request therefor by the Servicer, (ii) the Trust Collateral Agent or the Custodian, as applicable, shall be legally unable to act, (iii) the Trust Collateral Agent and the Indenture Trustee shall be the same Person and the Indenture Trustee shall have resigned or been removed pursuant to Section 6.8 of the Indenture, or (iv) the Trust Collateral Agent or the Custodian shall be adjudged bankrupt or insolvent, or a receiver, conservator or liquidator of the Trust Collateral Agent, the Custodian or of any of their respective property shall be appointed, or any public officer shall take charge or control of the Trust Collateral Agent or Custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then [the Note Insurer shall (so long as no Note Insurer Default shall have occurred and be continuing), or] or the Servicer may [(if a Note Insurer Default shall have occurred and be continuing)] ) remove the Trust Collateral Agent or Custodian. If [the Note Insurer or] or the Servicer shall remove the Trust Collateral Agent or Custodian under the authority of the immediately preceding sentence, the Servicer [or the Note Insurer, as the case may be,] , shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trust Collateral Agent or Custodian so removed and one copy to the successor Trust Collateral Agent or successor Custodian, and pay all fees and expenses owed to the outgoing Trustee[, provided that any successor Trust Collateral Agent or any successor Custodian appointed by the Servicer shall be acceptable to the Note Insurer]. (c) Any resignation or removal of the Trust Collateral Agent or the Custodian and appointment of a successor Trust Collateral Agent or Custodian pursuant to any of the provisions of this Section 10.8 shall not become effective until acceptance of appointment by the successor Trust Collateral Agent or Custodian, as applicable, pursuant to Section 10.9 and payment of all fees and expenses owed to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trust Collateral Agent or Custodian to each of the Rating Agencies and the Transferor. (d) If the Trust Collateral Agent and the Back-up Servicer shall be the same Person and the rights and obligations of the Back-up Servicer shall have been terminated pursuant to this Section 10.8, then [the Note Insurer (or, if a Note Insurer Default shall have occurred and be 58 continuing,] , the Majorityholders) shall have the option, by 60 days' prior notice in writing to the Servicer and the Trust Collateral Agent, to remove the Trust Collateral Agent[, and the Note Insurer shall not have any liability to the Trust Collateral Agent, LBAC, the Transferor, the Servicer, the Issuer or any Noteholder in connection with such removal]. (e) At any time following the Closing Date the Servicer may assume the duties of Custodian under this Agreement; providedPROVIDED, that [(i) the Note Insurer provides its prior written consent to the Trust Collateral Agent (which consent shall be granted or withheld by the Note Insurer in its sole discretion) and (ii)] ) the Rating Agency Condition has been satisfied.

Resignation or Removal of Trust Collateral Agent or Custodian. (a) The Trust Collateral Agent and the Custodian may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Servicer. To the extent that the Trust Collateral Agent and the Custodian resign hereunder, the Indenture Trustee shall also resign under the Indenture and [the Collateral Agent] Agent shall resign under the Spread Account Agreement. Upon receiving such notice of resignation, with the prior written consent of [the Note Insurer (or, if a Note Insurer Default shall have occurred or is continuing,] , the Class A Noteholders evidencing not less than 25% of the Class A Note Balance or, after the Policy Expiration Date, by the Class B Noteholders evidencing not less than 25% of the Class B Note Balance), the Servicer shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian, as applicable, and one copy to the successor Trust Collateral Agent or successor Custodian. [If no successor Trust Collateral Agent or successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the Note Insurer may appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian and one copy to the successor Trust Collateral Agent or Custodian.] . If no successor Trust Collateral Agent or Custodian shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trust Collateral Agent or Custodian may petition any court of competent jurisdiction for the appointment of a successor Trust Collateral Agent or Custodian, as applicable. [The Trust Collateral Agent or the Custodian may be removed at any time by written demand of the Note Insurer delivered to the Trust Collateral Agent or the Custodian, as applicable, and the Servicer.] (b) If at any time (i) the Trust Collateral Agent or the Custodian shall cease to be eligible in accordance with the provisions of Section 10.7 and shall fail to resign after written request therefor by the Servicer, (ii) the Trust Collateral Agent or the Custodian, as applicable, shall be legally unable to act, (iii) the Trust Collateral Agent and the Indenture Trustee shall be the same Person and the Indenture Trustee shall have resigned or been removed pursuant to Section 6.8 of the Indenture, or (iv) the Trust Collateral Agent or the Custodian shall be adjudged bankrupt or insolvent, or a receiver, conservator or liquidator of the Trust Collateral Agent, the Custodian or of any of their respective property shall be appointed, or any public officer shall take charge or control of the Trust Collateral Agent or Custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then [the Note Insurer shall (so long as no Note Insurer Default shall have occurred and be continuing), or] the Servicer may [(if a Note Insurer Default shall have occurred and be continuing)] remove the Trust Collateral Agent or Custodian. If [the Note Insurer or] the Servicer shall remove the Trust Collateral Agent or Custodian under the authority of the immediately preceding sentence, the Servicer [or the Note Insurer, as the case may be,] shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trust Collateral Agent or Custodian so removed and one copy to the successor Trust Collateral Agent or successor Custodian, and pay all fees and expenses owed to the outgoing Trustee[, provided that any successor Trust Collateral Agent or any successor Custodian appointed by the Servicer shall be acceptable to the Note Insurer]. (c) Any resignation or removal of the Trust Collateral Agent or the Custodian and appointment of a successor Trust Collateral Agent or Custodian pursuant to any of the provisions of this Section 10.8 shall not become effective until acceptance of appointment by the successor Trust Collateral Agent or Custodian, as applicable, pursuant to Section 10.9 and payment of all fees and expenses owed to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trust Collateral Agent or Custodian to each of the Rating Agencies and the Transferor. (d) If the Trust Collateral Agent and the Back-up Servicer shall be the same Person and the rights and obligations of the Back-up Servicer shall have been terminated pursuant to this Section 10.8, then [the Note Insurer (or, if a Note Insurer Default shall have occurred and be continuing,] the Majorityholders) shall have the option, by 60 days' prior notice in writing to the Servicer and the Trust Collateral Agent, to remove the Trust Collateral Agent[, and the Note Insurer shall not have any liability to the Trust Collateral Agent, LBAC, the Transferor, the Servicer, the Issuer or any Noteholder in connection with such removal]. (e) At any time following the Closing Date the Servicer may assume the duties of Custodian under this Agreement; provided, that [(i) the Note Insurer provides its prior written consent to the Trust Collateral Agent (which consent shall be granted or withheld by the Note Insurer in its sole discretion) and (ii)] the Rating Agency Condition has been satisfied.to

Resignation or Removal of Trust Collateral Agent or Custodian. (a) The Trust Collateral Agent and the Custodian may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Servicer. To the extent that the Trust Collateral Agent and the Custodian resign hereunder, the Indenture Trustee shall also resign under the Indenture and [the Collateral Agent] Agent shall resign under the Spread Account Agreement. Upon receiving such notice of resignation, with the prior written consent of [the Note Insurer (or, if a Note Insurer Default shall have occurred or is continuing,] , the Noteholders evidencing not less than 25% of the Note Balance), the Servicer shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian, as applicable, and one copy to the successor Trust Collateral Agent or successor Custodian. [If no successor Trust Collateral Agent or successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the Note Insurer may appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian and one copy to the successor Trust Collateral Agent or Custodian.] . If no successor Trust Collateral Agent or Custodian shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trust Collateral Agent or Custodian may petition any court of competent jurisdiction for the appointment of a successor Trust Collateral Agent or Custodian, as applicable. [The Trust Collateral Agent or the Custodian may be removed at any time by written demand of the Note Insurer delivered to the Trust Collateral Agent or the Custodian, as applicable, and the Servicer.] (b) If at any time (i) the Trust Collateral Agent or the Custodian shall cease to be eligible in accordance with the provisions of Section 10.7 and shall fail to resign after written request therefor by the Servicer, (ii) the Trust Collateral Agent or the Custodian, as applicable, shall be legally unable to act, (iii) the Trust Collateral Agent and the Indenture Trustee shall be the same Person and the Indenture Trustee shall have resigned or been removed pursuant to Section 6.8 of the Indenture, or (iv) the Trust Collateral Agent or the Custodian shall be adjudged bankrupt or insolvent, or a receiver, conservator or liquidator of the Trust Collateral Agent, the Custodian or of any of their respective property shall be appointed, or any public officer shall take charge or control of the Trust Collateral Agent or Custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then [the Note Insurer shall (so long as no Note Insurer Default shall have occurred and be continuing), or] or the Servicer may [(if a Note Insurer Default shall have occurred and be continuing)] ) remove the Trust Collateral Agent or Custodian. If [the Note Insurer or] or the Servicer shall remove the Trust Collateral Agent or Custodian under the authority of the immediately preceding sentence, the Servicer [or the Note Insurer, as the case may be,] , shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trust Collateral Agent or Custodian so removed and one copy to the successor Trust Collateral Agent or successor Custodian, and pay all fees and expenses owed to the outgoing Trustee[, provided that any successor Trust Collateral Agent or any successor Custodian appointed by the Servicer shall be acceptable to the Note Insurer]. (c) Any resignation or removal of the Trust Collateral Agent or the Custodian and appointment of a successor Trust Collateral Agent or Custodian pursuant to any of the provisions of this Section 10.8 shall not become effective until acceptance of appointment by the successor Trust Collateral Agent or Custodian, as applicable, pursuant to Section 10.9 and payment of all fees and expenses owed to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trust Collateral Agent or Custodian to each of the Rating Agencies and the Transferor. (d) If the Trust Collateral Agent and the Back-up Servicer shall be the same Person and the rights and obligations of the Back-up Servicer shall have been terminated pursuant to this Section 10.8, then [the Note Insurer (or, if a Note Insurer Default shall have occurred and be continuing,] , the Majorityholders) shall have the option, by 60 days' prior notice in writing to the Servicer and the Trust Collateral Agent, to remove the Trust Collateral Agent[, and the Note Insurer shall not have any liability to the Trust Collateral Agent, LBAC, the Transferor, the Servicer, the Issuer or any Noteholder in connection with such removal]. (e) At any time following the Closing Date the Servicer may assume the duties of Custodian under this Agreement; provided, that [(i) the Note Insurer provides its prior written consent to the Trust Collateral Agent (which consent shall be granted or withheld by the Note Insurer in its sole discretion) and (ii)] ) the Rating Agency Condition has been satisfied.

Resignation or Removal of Trust Collateral Agent or Custodian. (a) The Trust Collateral Agent and the Custodian may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Servicer. To the extent that the Trust Collateral Agent and the Custodian resign hereunder, the Indenture Trustee shall also resign under the Indenture and [the Collateral Agent] Agent shall resign under the Spread Account Agreement. Upon receiving such notice of resignation, with the prior written consent of [the Note Insurer (or, if a Note Insurer Default shall have occurred or is continuing,] , the Class A Noteholders evidencing not less than 25% of the Class A Note Balance or, after the Policy Expiration Date, by the Class B Noteholders evidencing not less than 25% of the Class B Note Balance), the Servicer shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian, as applicable, and one copy to the successor Trust Collateral Agent or successor Custodian. [If no successor Trust Collateral Agent or successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the Note Insurer may appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trust Collateral Agent or Custodian and one copy to the successor Trust Collateral Agent or Custodian.] . If no successor Trust Collateral Agent or Custodian shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trust Collateral Agent or Custodian may petition any court of competent jurisdiction for the appointment of a successor Trust Collateral Agent or Custodian, as applicable. [The Trust Collateral Agent or the Custodian may be removed at any time by written demand of the Note Insurer delivered to the Trust Collateral Agent or the Custodian, as applicable, and the Servicer.] (b) If at any time (i) the Trust Collateral Agent or the Custodian shall cease to be eligible in accordance with the provisions of Section 10.7 and shall fail to resign after written request therefor by the Servicer, (ii) the Trust Collateral Agent or the Custodian, as applicable, shall be legally unable to act, (iii) the Trust Collateral Agent and the Indenture Trustee shall be the same Person and the Indenture Trustee shall have resigned or been removed pursuant to Section 6.8 of the Indenture, or (iv) the Trust Collateral Agent or the Custodian shall be adjudged bankrupt or insolvent, or a receiver, conservator or liquidator of the Trust Collateral Agent, the Custodian or of any of their respective property shall be appointed, or any public officer shall take charge or control of the Trust Collateral Agent or Custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then [the Note Insurer shall (so long as no Note Insurer Default shall have occurred and be continuing), or] or the Servicer may [(if a Note Insurer Default shall have occurred and be continuing)] ) remove the Trust Collateral Agent or Custodian. If [the Note Insurer or] or the Servicer shall remove the Trust Collateral Agent or Custodian under the authority of the immediately preceding sentence, the Servicer [or the Note Insurer, as the case may be,] , shall promptly appoint a successor Trust Collateral Agent or Custodian, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trust Collateral Agent or Custodian so removed and one copy to the successor Trust Collateral Agent or successor Custodian, and pay all fees and expenses owed to the outgoing Trustee[Trust Collateral Agent or Custodian, provided that any successor Trust Collateral Agent or any successor Custodian appointed by the Servicer shall be acceptable to the Note Insurer]. (c) Any resignation or removal of the Trust Collateral Agent or the Custodian and appointment of a successor Trust Collateral Agent or Custodian pursuant to any of the provisions of this Section 10.8 shall not become effective until acceptance of appointment by the successor Trust Collateral Agent or Custodian, as applicable, pursuant to Section 10.9 and payment of all fees and expenses owed to the outgoing TrusteeTrust Collateral Agent or Custodian. The Servicer shall provide notice of such resignation or removal of the Trust Collateral Agent or Custodian to each of the Rating Agencies and the Transferor. (d) If the Trust Collateral Agent and the Back-up Servicer shall be the same Person and the rights and obligations of the Back-up Servicer shall have been terminated pursuant to this Section 10.8, then [the Note Insurer (or, if a Note Insurer Default shall have occurred and be continuing,] , the Majorityholders) shall have the option, by 60 days' prior notice in writing to the Servicer and the Trust Collateral Agent, to remove the Trust Collateral Agent[, and the Note Insurer shall not have any liability to the Trust Collateral Agent, LBAC, the Transferor, the Servicer, the Issuer or any Noteholder in connection with such removal]. (e) At any time following the Closing Date the Servicer may assume the duties of Custodian under this Agreement; provided, that [(i) the Note Insurer provides its prior written consent to the Trust Collateral Agent (which consent shall be granted or withheld by the Note Insurer in its sole discretion) and (ii)] ) the Rating Agency Condition has been satisfied.