Common use of Term of Agreement; Resignation and Removal of Administrator Clause in Contracts

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing Entity, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(d) and 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (c) Subject to Sections 8(d) and 8(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing Entity, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may give notice of its intent to resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuing Entity of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (i), (ii) or (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Entity, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. , and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate, except for Sections 1(a)(ii), 1(a)(iii) and 21 hereof, which shall each survive termination of this Agreement. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ thirty (30) days prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ thirty (30) days prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within such ten (10) days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator (or, so long as the Administrator is TMCC, the Seller) in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairsninety (90) consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy(or, insolvency or other similar law now or hereafter in effectso long as the Administrator is TMCC, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent Seller) to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or similar official for proceedings of or relating to the Administrator (or, so long as the Administrator is TMCC, the Seller) of or any substantial part relating to substantially all of its their property, or the Administrator (or, so long as the Administrator is TMCC, the Seller) shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become dueobligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Owner Trustee and the Indenture Trustee within seven (7) days after the occurrence of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect has been satisfied. (g) Subject to Section 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the proposed appointmentSale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically succeed to the rights, duties and obligations of the Administrator under this Agreement; provided that if the successor Administrator is not an affiliate of TMCC, such successor Administrator shall not be required to make any payments as set forth in Sections 1(a)(ii) and (iii) of this Agreement.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections Section 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (b) Subject to Sections Section 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (c) Subject to Sections Section 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d9(e) and 8(e(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (bc) Subject to Sections 8(d9(e) and 8(e(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(d9(e) and 8(e(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days ten Business Days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) if any representation or warranty of the Administrator, in its capacity as Administrator, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amount of the Notes; (iii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iiiiv) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (iiiii) or (iiiiv) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunderhereunder and (iii) the Owner Trustee and the Indenture Trustee consent to the successor Administrator. (ef) The appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition (other than with respect to S&P, but with satisfaction of the proposed Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such appointment. (g) A successor Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the resigning Administrator and to the Issuer. Thereupon the resignation or removal of the resigning Administrator shall become effective, and the successor Administrator shall have all the rights, powers and duties of the Administrator under this Agreement. The successor Administrator shall mail a notice of its succession to the Noteholders and the Certificateholders. The resigning Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, power, duties and obligations hereunder. (h) In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder. (i) In the exercise or administration of its duties hereunder and under the Related Documents, the Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Administrator shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Administrator with due care.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (c) Subject to Sections 8(dSection 8(e), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days’ prior written notice. (d) and Subject to Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 90 days (or, if such default cannot be cured in such time, shall not give within ten such 90 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuing EntityIssuer);; or (ii) a court having jurisdiction in the premises an Insolvency Event shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in occur with respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become dueAdministrator. The Administrator agrees that if any of the events event specified in clauses clause (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. (e) The . Promptly after the appointment of any successor Administrator, the successor Administrator shall be effective only after satisfaction provide notice of the such appointment to each Rating Agency Condition with respect to the proposed appointmentAgency.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing Entity, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may give notice of its intent to resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Grantor Trust with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity Entity, acting at the direction of the Majority Certificateholders, may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing Entity, acting at the direction of the Majority Certificateholders, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuing Entity of such default, shall not cure such default within 30 thirty (30) days (or, if such default cannot be cured in such time, shall not give within ten days (10) Business Days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses clause (i), clause (ii) or clause (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity Entity, the Grantor Trust and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Entity, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. hereunder and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing Entity, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may give notice of its intent to resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuing Entity of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. . (iv) The Administrator agrees that if any of the events specified in clauses clause (i), clause (ii) or clause (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Entity, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. hereunder and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing Entity, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(d) and 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (c) Subject to Sections 8(d) and 8(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Entity, the Swap Counterparty, if any, and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Indenture Trustee and the Owner Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer in accordance with Section 8.1 of the Trust Agreement, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d9(e) and 8(e9(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ ' prior written notice. (bc) Subject to Sections 8(d9(e) and 8(e9(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ ' prior written notice. (cd) Subject to Sections 8(d9(e) and 8(e9(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in any material respect in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory longer period acceptable to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 9(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 9 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The Issuer shall provide written notice of any such resignation or removal to the Indenture Trustee, with a copy to the Rating Agencies. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Sections 9(e) and 9(f), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign. The Indenture Trustee shall assist the Issuer to find a successor Administrator.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Sections 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing Entity, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may give notice of its intent to resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuing Entity of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses clause (i), clause (ii) or clause (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Entity, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. hereunder and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d9(e) and 8(e(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (bc) Subject to Sections 8(d9(e) and 8(e(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(d9(e) and 8(e(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days ten Business Days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) if any representation or warranty of the Administrator, in its capacity as Administrator, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amount of the Notes; (iii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iiiiv) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (iiiii) or (iiiiv) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunderhereunder and (iii) the Owner Trustee and the Indenture Trustee consent to the successor Administrator. (ef) The appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition (other than with respect to Standard & Poor’s, but with satisfaction of the proposed Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such appointment. (g) A successor Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the resigning Administrator and to the Issuer. Thereupon the resignation or removal of the resigning Administrator shall become effective, and the successor Administrator shall have all the rights, powers and duties of the Administrator under this Agreement. The successor Administrator shall mail a notice of its succession to the Noteholders and the Certificateholders. The resigning Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, power, duties and obligations hereunder. (h) In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder. (i) In the exercise or administration of its duties hereunder and under the Related Documents, the Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Administrator shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Administrator with due care.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until (i) the dissolution termination of the Issuing EntityIssuer and (ii) the satisfaction and discharge of the Indenture in accordance with Section 4.1 of the Indenture, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(dsubsections 5.1(d) and 8(e(e), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer and the Indenture Owner Trustee with at least 60 days’ ' prior written notice. (b) Subject to Sections 8(dsubsections 5.1(d) and 8(e(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice; provided however, that if any Notes are outstanding at the time of the removal, the Rating Agency Condition shall have first been satisfied in connection with such removal. (c) Subject to Sections 8(dsubsections 5.1(d) and 8(e(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 10 days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuer of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. , and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (b) Subject to Sections 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (c) Subject to Sections 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Master Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Master Servicer shall automatically become the Administrator under this Agreement; provided, however, that this subsection (f) shall not apply at such times as the Indenture Trustee shall be the Successor Master Servicer.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may give notice of its intent to resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuer of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (i), (ii) or (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Swap Counterparty and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. , and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) The Administrator shall not be permitted to resign from the obligations and duties hereby imposed on it, except subject to Section 9(e) upon the determination that such obligations and duties hereunder are no longer permissible under Applicable Law or are in material conflict, by reason of applicable law, with any other activities carried on by it. Any such determination permitting the resignation of the Administrator shall be evidenced by an Opinion of Counsel satisfactory to the Owner Trustee to such effect delivered to the Issuer. (c) Subject to Sections 8(d) and 8(eSection 9(e), (i) the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. notice and (bii) Subject to Sections 8(d) and 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 9(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator Issuer if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect Insolvency Laws or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order ordering the winding-winding up or liquidation of its affairsaffairs or FDIC is appointed as conservator or receiver; or (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcyInsolvency Law, insolvency or other similar law now or hereafter in effect, shall the consent to by the entry of an order for relief in an involuntary case under any such law, or shall consent Administrator to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to property or the taking making by the Administrator of possession by any such official of any substantial part of its property, shall make any general an assignment for the benefit of creditors or shall fail creditors, the failure by the Administrator generally to pay its debts as they become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing. The Administrator agrees that if any of the events specified in clauses (i), (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer, and the Indenture Trustee Trustees within seven days after the occurrence of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity Issuer (with the consent of the Owner Trustee and Trustee, which consent shall not be unreasonably withheld), (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder and (iii) the Rating Agency Condition has been satisfied with respect to such appointment. (f) The successor Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the resigning Administrator and to the Issuer. Thereupon, subject to the provisions of Section 9(e), the resignation or removal of the resigning Administrator shall become effective, and the successor Administrator shall have all the rights, powers and duties of the Administrator under this Agreement. The successor Administrator shall mail a notice of its succession to the Noteholders. The resigning Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, power, duties and obligations hereunder. (eg) The appointment In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder. (h) In the exercise or administration of its duties hereunder or under any power of attorney, the Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, if such agents or attorneys shall be effective only after satisfaction of have been selected by the Rating Agency Condition Administrator with respect to due care, provided that any such delegation shall not release the proposed appointmentAdministrator from its obligations hereunder.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 30 days’ , prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ 30 days prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 10 days (or, if such default cannot be cured in such time, shall not give within ten such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator (or, so long as the Administrator is TMCC, the Seller) in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairs90 consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy(or, insolvency or other similar law now or hereafter in effectso long as the Administrator is TMCC, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent Seller) to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or similar official for proceedings of or relating to the Administrator (or, so long as the Administrator is TMCC, the Seller) of or any substantial part relating to substantially all of its their property, or the Administrator (or, so long as the Administrator is TMCC, the Seller) shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become dueobligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction each Rating Agency has provided to the Owner Trustee and the Indenture Trustee written notice that the proposed appointment will not result in the reduction or withdrawal of any rating then assigned by such Rating Agency to any Class of Notes. (g) Subject to Section 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically succeed to the rights, duties and obligations of the Rating Agency Condition with respect to the proposed appointmentAdministrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (b) Subject to Sections 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (c) Subject to Sections 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Master Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Master Servicer shall automatically become the Administrator under this Agreement; provided, however, that this subsection (f) shall not apply at such times as the Indenture Trustee shall be the Successor Master Servicer.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing Entity, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may give notice of its intent to resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuing Entity of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (i), (ii) or (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity Entity, the Swap Counterparty and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Entity, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. , and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections Section 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (b) Subject to Sections Section 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (c) Subject to Sections Section 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until (i) the dissolution termination of the Issuing EntityIssuer and (ii) the satisfaction and discharge of the Indenture in accordance with Section 4.1 of the Indenture, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(dsubsections 5.1(d) and 8(e(e), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer and the Indenture Owner Trustee with at least 60 days’ days prior written notice. (b) Subject to Sections 8(dsubsections 5.1(d) and 8(e(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ days prior written notice; provided, however, that if any Notes are outstanding at the time of the removal, the Rating Agency Condition shall have first been satisfied in connection with such removal. (c) Subject to Sections 8(dsubsections 5.1(d) and 8(e(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 10 days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Section 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections Section 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ prior written notice. (b) Subject to Sections Section 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (c) Subject to Sections Section 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate, except for Sections 1(a)(ii), 1(a)(iii) and 21 hereof, which shall each survive termination of this Agreement. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 30 days’ , prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ 30 days prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 10 days (or, if such default cannot be cured in such time, shall not give within ten such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator (or, so long as the Administrator is TMCC, the Seller) in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairs90 consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy(or, insolvency or other similar law now or hereafter in effectso long as the Administrator is TMCC, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent Seller) to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or similar official for proceedings of or relating to the Administrator (or, so long as the Administrator is TMCC, the Seller) of or any substantial part relating to substantially all of its their property, or the Administrator (or, so long as the Administrator is TMCC, the Seller) shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become dueobligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect has been satisfied. (g) Subject to Section 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the proposed appointmentSale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically succeed to the rights, duties and obligations of the Administrator under this Agreement; provided that if the successor Administrator is not an affiliate of TMCC, such successor Administrator shall not be required to make any payments as set forth in Sections 1(a)(ii) and (iii) of this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntityStorm Recovery Bonds and any other amount that may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. Notwithstanding the foregoing, the Administrator’s obligation under Section 11(c) to indemnify DEP Customers shall survive termination of this Administration Agreement. (ab) Subject to Sections 8(dSection 8(e) and 8(eSection 8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer, the Commission and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator Rating Agencies with at least 60 days’ prior written notice. (c) Subject to Sections 8(dSection 8(e) and Section 8(f), the Issuer may remove the Administrator without cause by providing the Administrator, the Commission and the Rating Agencies with at least 60 days’ prior written notice. (d) Subject to Section 8(e) and Section 8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator and the Rating Agencies if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within 30 days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (iiSection 8(d)(ii) or (iiiSection 8(d)(iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Commission and the Indenture Trustee as soon as practicable but in any event within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity Issuer, the Rating Agency Condition shall have been satisfied with respect to the consent proposed appointment, the Commission Condition set forth in Section 13(b) of the Owner Trustee this Administration Agreement has been satisfied, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition and the Commission Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing Entity, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 8(e) and 8(e(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 days’ days prior written notice. (bc) Subject to Sections 8(dSection 8(e) and 8(e(f), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ days prior written notice. (cd) Subject to Sections 8(dSection 8(e) and 8(e(f), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten 10 days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntitySystem Restoration Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within thirty (30) days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until for one year and one day after the dissolution retirement of all Notes issued pursuant to the Issuing Entity, upon which event this Agreement shall automatically terminateNote Indenture. (ab) Subject to Sections 8(d5.04(e) and 8(e5.04(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Note Issuer with at least 60 days’ days prior written notice. (bc) Subject to Sections 8(d5.04(e) and 8(e5.04(f), the Issuing Entity Note Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ days prior written notice. (cd) Subject to Sections 8(d5.04(e) and 8(e5.04(f), at the sole option of the Issuing EntityNote Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Note Issuer to the Administrator if any of the following events shall occur: (i1) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default is curable but cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityNote Issuer); (ii2) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii3) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses clause (ii2) or (iii3) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Note Issuer and the Indenture Note Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 5.04 shall be effective until (i1) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Note Issuer and (ii2) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) a. Subject to Sections 8(d9(e) and 8(e9(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ ' prior written notice. (b) b. Subject to Sections 8(d9(e) and 8(e9(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ ' prior written notice. (c) c. Subject to Sections 8(d9(e) and 8(e9(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i1) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii2) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii3) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii2) or (iii3) above of this Section 9(c) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (d) d. No resignation or removal of the Administrator pursuant to this Section 9 shall be effective until (i1) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii2) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) e. The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. f. Subject to Sections 9(e) and 9(f), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntitySecuritization Bonds and any other amount that may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 8(e) and 8(eSection 8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator Rating Agencies with at least 60 days’ prior written notice. (c) Subject to Sections 8(dSection 8(e) and Section 8(f), the Issuer may remove the Administrator without cause by providing the Administrator and the Rating Agencies with at least 60 days’ prior written notice. (d) Subject to Section 8(e) and Section 8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator and the Rating Agencies if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within 30 days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (iiSection 8(d)(ii) or (iiiSection 8(d)(iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days ten Business Days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunderhereunder and (iii) the Owner Trustee and the Indenture Trustee consent to the successor Administrator. (ef) The appointment of any successor Administrator shall be effective only after satisfaction receipt of written confirmation from each Rating Agency that the proposed appointment will not result in the qualification, downgrading or withdrawal of any rating assigned to the Notes by such Rating Agency. (g) A successor Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the resigning Administrator and to the Issuer. Thereupon the resignation or removal of the Rating Agency Condition with respect resigning Administrator shall become effective, and the successor Administrator shall have all the rights, powers and duties of the Administrator under this Agreement. The successor Administrator shall mail a notice of its succession to the proposed appointmentNoteholders and the Certificateholders. The resigning Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, power, duties and obligations hereunder. (h) In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder. (i) In the exercise or administration of its duties hereunder and under the Related Documents, the Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Administrator shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Administrator with due care.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) The Administrator shall not be permitted to resign from the obligations and duties hereby imposed on it, except subject to Section 8(e) upon the determination that such obligations and duties hereunder are no longer permissible under applicable law or are in material conflict, by reason of applicable law, with any other activities carried on by it. Any such determination permitting the resignation of the Administrator shall be evidenced by an opinion of counsel satisfactory to the Owner Trustee to such effect delivered to the Issuer. (c) Subject to Sections 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d) and Section 8(e), the Administrator may be removed immediately, at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-winding up or liquidation of its affairsaffairs or FDIC is appointed as conservator or receiver; or (iii) the Administrator shall commence a voluntary case under any applicable Insolvency Event, bankruptcy, insolvency receivership, or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (i), (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Owner Trustee and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity Issuer (with the consent of the Issuer and the Owner Trustee which consent shall not be unreasonably withheld) and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of if the Rating Agency Condition with respect is satisfied. (g) The successor Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the proposed appointmentresigning Administrator and to the Issuer. Thereupon the resignation or removal of the resigning Administrator shall become effective, and the successor Administrator shall have all the rights, powers and duties of the Administrator under this Agreement. The successor Administrator shall mail a notice of its succession to the Noteholders. The resigning Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, power, duties and obligations hereunder. (h) In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder. (i) In the exercise or administration of its duties hereunder or under any power of attorney the Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, if such agents or attorneys shall have been selected by the Administrator with due care, provided that any such delegation shall not release the Administrator from its obligations hereunder.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days ten Business Days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunderhereunder and (iii) the Owner Trustee and the Indenture Trustee consent to the successor Administrator. (ef) The appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition with respect to the proposed such appointment. (g) A successor Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the resigning Administrator and to the Issuer. Thereupon the resignation or removal of the resigning Administrator shall become effective, and the successor Administrator shall have all the rights, powers and duties of the Administrator under this Agreement. The successor Administrator shall mail a notice of its succession to the Noteholders and the Certificateholders. The resigning Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, power, duties and obligations hereunder. (h) In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder. (i) In the exercise or administration of its duties hereunder and under the Related Documents, the Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Administrator shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Administrator with due care.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing Entity, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may give notice of its intent to resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuing Entity of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (i), (ii) or (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity Entity[, the Swap Counterparty] and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Entity, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. , and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntityStorm Recovery Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within thirty (30) days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 9(e) and 8(e)hereof, the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(dSection 9(e) and 8(e)hereof, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(dSection 9(e) and 8(e), at the sole option of the Issuing Entityhereof, the Issuer may remove the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, and such which decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property property, or (z) order the winding-up or liquidation of its the Administrator's affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 9(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Depositor and the Indenture Trustee within seven days after the occurrence of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with Issuer (or the consent of the Owner Trustee Depositor on its behalf) and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the resigning or removed Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Administrator. (ef) The appointment of any successor Administrator shall be effective only after satisfaction if such successor Administrator will not cause a downgrading of any class of Notes by either of the Rating Agency Condition with respect Agencies. (g) Subject to Sections 9(e) and 9(f), the proposed appointmentAdministrator acknowledges that upon the appointment of a successor Indenture Trustee pursuant to Section 6.08 of the Indenture, the Administrator shall immediately resign and such successor Indenture Trustee shall automatically become the Administrator under this Agreement. Any such successor Indenture Trustee shall be required to agree to assume the duties of the Administrator under the terms and conditions of this Agreement in its acceptance of appointment as successor Indenture Trustee.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuer of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. , and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e(f), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer and the Indenture Owner Trustee with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction receipt of written confirmation from each Rating Agency that the proposed appointment will not result in the qualification, downgrading or withdrawal of any rating assigned to the Notes and Certificates by such Rating Agency. (g) A successor Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the resigning Administrator and to the Issuer. Thereupon the resignation or removal of the Rating Agency Condition with respect resigning Administrator shall become effective, and the successor Administrator shall have all the rights, powers and duties of the Administrator under this Indenture. The successor Administrator shall mail a notice of its succession to the proposed appointmentNoteholders and the Certificateholders. The resigning Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, powers, duties and obligations hereunder. (h) In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder. (i) In the exercise or administration of its duties hereunder and under the Related Agreements, the Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Administrator shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Administrator with due care.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer, the Noteholders, and the Indenture Trustee with at least 60 days’ prior written notice. (bc) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, the Issuing Entity Indenture Trustee, at the direction of certain Noteholders as required by the Indenture, may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, at the sole option of the Issuing EntityIndenture Trustee, at the direction of certain Noteholders as required by the Indenture, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the The Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, the Administrator shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a A court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in with respect of the Administrator in to any involuntary case commenced against the Administrator under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the The Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator it or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of its creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Owner Trustee, the Noteholders and the Indenture Trustee within seven days two Business Days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity Issuer (with the consent of the Owner Trustee pursuant to Section 12 of this Agreement) and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction each Rating Agency, after having been given 10 days’ prior notice of such proposed appointment, shall have declared in writing that such appointment will not result in a reduction or withdrawal of the Rating Agency Condition then-current rating of the Notes. (g) Concurrently with respect the execution of this Agreement, the parties hereto shall enter into a Back-up Administration Agreement (the “Back-up Agreement”) pursuant to which U.S. Bank National Association will perform certain duties of the proposed appointmentAdministrator in accordance with this Agreement in the event that the Administrator is terminated under this Section 8.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement upon the occurrence of a Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 10 days (or, if such default cannot be cured in such time, shall not give within ten 10 days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8 shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Section 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution Payment in Full of the Issuing EntitySecuritization Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer and the Indenture Trustee Rating Agencies with at least 60 days’ prior written notice. sixty (b60) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (c) Subject to Sections 8(d8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator and the Rating Agencies with at least sixty (60) days’ prior written notice. (d) Subject to Sections 8(e) and 8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator and the Rating Agencies if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within thirty (30) days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(d) and 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer and the Indenture Trustee with at least 60 days’ ' prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (c) Subject to Sections 8(d) and 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity Issuer with the consent of the Owner Indenture Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until for one year and one day after the dissolution retirement of all Bonds issued pursuant to the Issuing Entity, upon which event this Agreement shall automatically terminateBond Indenture. (ab) Subject to Sections 8(d5.04(e) and 8(e5.04(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Bond Issuer with at least 60 days’ days prior written notice. (bc) Subject to Sections 8(d5.04(e) and 8(e5.04(f), the Issuing Entity Bond Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ days prior written notice. (cd) Subject to Sections 8(d5.04(e) and 8(e5.04(f), at the sole option of the Issuing EntityBond Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Bond Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default is curable but cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityBond Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Bond Issuer and the Indenture Bond Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 5.04 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Bond Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntityTransition Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the The Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within 30 days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement upon the occurrence of a Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if it such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8 shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Section 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e(f), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer and the Indenture Owner Trustee with at least 60 days’ prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction receipt of written confirmation from each Rating Agency that the proposed appointment will not result in the reduction or withdrawal of any rating assigned to the Notes and Certificates by such Rating Agency. (g) A successor Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the resigning Administrator and to the Issuer. Thereupon the resignation or removal of the Rating Agency Condition with respect resigning Administrator shall become effective, and the successor Administrator shall have all the rights, powers and duties of the Administrator under this Indenture. The successor Administrator shall mail a notice of its succession to the proposed appointmentNoteholders and the Certificateholders. The resigning Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, powers, duties and obligations hereunder. (h) In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder. (i) In the exercise or administration of its duties hereunder and under the Related Agreements, the Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Administrator shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Administrator with due care.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of all Series of Nuclear Asset-Recovery Bonds and any other amount that may become due and payable under the Issuing EntityIndenture, upon which event this Administration Agreement shall automatically terminate. Notwithstanding the foregoing, the Administrator’s obligation under Section 11(c) to indemnify Customers shall survive termination of this Administration Agreement. (ab) Subject to Sections 8(dSection 8(e) and 8(eSection 8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer, the Commission and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator Rating Agencies with at least 60 days’ prior written notice. (c) Subject to Sections 8(dSection 8(e) and Section 8(f), the Issuer may remove the Administrator without cause by providing the Administrator, the Commission and the Rating Agencies with at least 60 days’ prior written notice. (d) Subject to Section 8(e) and Section 8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator and the Rating Agencies if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within 30 days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (iiSection 8(d)(ii) or (iiiSection 8(d)(iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Commission and the Indenture Trustee as soon as practicable but in any event within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity Issuer, the Rating Agency Condition shall have been satisfied with respect to the consent proposed appointment, the Commission Condition set forth in Section 13(b) of the Owner Trustee this Administration Agreement has been satisfied, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition and the Commission Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections Section 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (b) Subject to Sections Section 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (c) Subject to Sections Section 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Trust Agreement in accordance with its terms and the dissolution of the Issuing EntityTrust, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 9(e) and 8(e)of this Agreement, the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator Trust with at least 60 days’ prior written notice. (c) Subject to Sections 8(dSection 9(e) and 8(e), at the sole option of the Issuing Entitythis Agreement, the Trust may remove the Administrator without cause by providing the Administrator, with at least 60 days’ prior written notice. (d) Subject to Section 9(e) of this Agreement, the Trust may be removed remove the Administrator immediately upon written notice of termination from the Issuing Entity Trust to the Administrator Administrator, as the case may be, if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after written notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityTrust); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator Administrator, in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator Administrator, or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Trust and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Trust, (ii) such successor Administrator shall have agreed in writing to be he bound by the terms of this Agreement in the same manner as the Administrator is bound hereunderhereunder and (iii) the Insurer shall have consented thereto. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the retiring Administrator, the Trust, the Insurer or a majority of the outstanding Notes may petition a court of competent jurisdiction for the appointment of a successor Administrator. (ef) The appointment of any successor Administrator shall be effective only after the Insurer has consented thereto and satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Sections 9(e) and (f) of this Agreement, the Seller acknowledges that upon resignation and removal of First Tennessee Bank National Association, as Master Servicer, and the appointment of a successor Master Servicer pursuant to Sections 7.01 and 7.02, respectively, of the Sale and Servicing Agreement, the Seller’s appointment hereunder and the Administrator’s appointment hereunder shall terminate automatically and such successor Master Servicer shall automatically assume the duties of the Seller and the Administrator hereunder. Any such successor Master Servicer shall be required to agree to assume the duties of the Seller and the Administrator under the terms and conditions of this Agreement in its acceptance of its appointment as successor Master Servicer.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing Entity, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(d) and 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (c) Subject to Sections 8(d) and 8(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Entity, the Swap Counterparty and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Indenture Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (bc) Subject to Sections 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Sections 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 9(e) and 8(e)hereof, the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (bc) Subject to Sections 8(dSection 9(e) and 8(e)hereof, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(dSection 9(e) and 8(e), at the sole option of the Issuing Entityhereof, the Issuer may remove the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, and such which decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property property, or (z) order the winding-up or liquidation of its the Administrator’s affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 9(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Depositor and the Indenture Trustee within seven days after the occurrence of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with Issuer (or the consent of the Owner Trustee Depositor on its behalf) and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the resigning or removed Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Administrator. (ef) The appointment of any successor Administrator shall be effective only after satisfaction if such successor Administrator will not cause a downgrading of any class of Notes by either of the Rating Agency Condition with respect Agencies. (g) Subject to Sections 9(e) and 9(f), the proposed appointmentAdministrator acknowledges that upon the appointment of a successor Indenture Trustee pursuant to Section 6.08 of the Indenture, the Administrator shall immediately resign and such successor Indenture Trustee shall automatically become the Administrator under this Agreement. Any such successor Indenture Trustee shall be required to agree to assume the duties of the Administrator under the terms and conditions of this Agreement in its acceptance of appointment as successor Indenture Trustee.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing Entity, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may give notice of its intent to resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuing Entity of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (i), (ii) or (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Entity, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. hereunder and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 9(e) and 8(e)hereof, the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (bc) Subject to Sections 8(dSection 9(e) and 8(e)hereof, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(dSection 9(e) and 8(e), at the sole option of the Issuing Entityhereof, the Issuer may remove the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer);; or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, and such which decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property property, or (z) order the winding-up or liquidation of its the Administrator’s affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 9(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity Issuer in accordance with the consent of the Owner Trustee Trust Agreement and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the resigning or removed Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Administrator. (ef) The appointment of any successor Administrator shall be effective only after satisfaction receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the Rating Agency Condition with respect then current ratings of the Notes. (g) Subject to Sections 9(e) and 9(f), the proposed appointmentAdministrator acknowledges that upon the appointment of a successor Master Servicer pursuant to Section 7.1(f) of the Transfer and Servicing Agreement, the Administrator shall immediately resign and such successor Master Servicer shall automatically become the Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to assume the duties of the Administrator under the terms and conditions of this Agreement in its acceptance of appointment as successor Master Servicer.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (b) Subject to Sections 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (c) Subject to Sections 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityTrust Agreement, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Owner Trustee with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity Owner Trustee may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing EntityOwner Trustee, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Owner Trustee to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Owner Trustee of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityOwner Trustee); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity Owner Trustee and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Trustee, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. , and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (b) Subject to Sections 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (c) Subject to Sections 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Master Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Master Servicer shall automatically become the Administrator under this Agreement; provided, however, that this subsection (f) shall not apply at such times as the Trustee shall be the Successor Master Servicer.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing Entity, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(d) and 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (c) Subject to Sections 8(d) and 8(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Indenture Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e)8(h) hereof, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer [and the Indenture Trustee Note Insurer] with at least 60 days’ prior written notice. (bc) Subject to Sections 8(dSection 8(e) and 8(e)hereof, the Issuing Entity Issuer may [with the prior written consent of the Note Insurer, and at the direction of the Note Insurer] remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(dSection 8(e) hereof, the Issuer may [with the prior written consent of the Note Insurer, and 8(e), at the sole option direction of the Issuing Entity, Note Insurer] remove the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, and such which decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or effect, (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property property, or (z) order the winding-up or liquidation of its the Administrator’s affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer [, the Note Insurer] and the Indenture Trustee within seven days after the occurrence of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator [acceptable to the Indenture Trustee and the Owner Trustee Note Insurer] shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer, and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Section 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a successor Indenture Trustee pursuant to Section [6.08] of Indenture, the Administrator shall immediately resign and such successor Indenture Trustee shall automatically become the Administrator under this Agreement. Any such successor Indenture Trustee shall be required to agree to assume the duties of the Administrator under the terms and conditions of this Agreement in its acceptance of appointment as successor Indenture Trustee. (h) The Administrator may resign its duties hereunder immediately if (1) an Event of Default under the Indenture has occurred and is continuing, (2) the Noteholders have declared all of the Notes to be immediately due and payable and (3) the Administrator has concluded that, as a consequence of the foregoing, there is a conflict of interest, or a conflict of interest is likely to occur, in connection with the duties and obligations of [ ] as both Administrator hereunder and Indenture Trustee under the Indenture.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer in accordance with Section 8.1 of the Trust Agreement, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d9(e) and 8(e9(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d9(e) and 8(e9(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written noticenotice and, for so long as any Notes are Outstanding, the Rating Agency Condition shall have been satisfied in connection therewith. (cd) Subject to Sections 8(d9(e) and 8(e9(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in any material respect in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory longer period acceptable to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 9(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 9 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity Issuer with the consent of the Owner Indenture Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The Issuer shall provide written notice of any such resignation or removal to the Indenture Trustee, with a copy to the Rating Agencies. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Sections 9(e) and 9(f), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign. The Indenture Trustee shall assist the Issuer to find a successor Administrator.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. ; The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Owner Trustee and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity Issuer (with the consent of the Owner Trustee Trustee) and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction the Rating Agency, after having been given 10 days' prior notice of such proposed appointment, shall have declared in writing that such appointment will not result in a reduction or withdrawal of the Rating Agency Condition with respect to then current rating of the proposed appointmentBonds.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntityDeferred Fuel Cost Bonds and any other amount that may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 8(e) and 8(eSection 8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator Rating Agencies with at least 60 days’ prior written notice. (c) Subject to Sections 8(dSection 8(e) and Section 8(f), the Issuer may remove the Administrator without cause by providing the Administrator and the Rating Agencies with at least 60 days’ prior written notice. (d) Subject to Section 8(e) and Section 8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator and the Rating Agencies if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 10 days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten 10 days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within 30 days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until the appointment of a successor Administrator by the Issuer is effective. (f) The appointment of any successor Administrator by the Issuer shall be effective only after (i) a successor Administrator acceptable satisfaction of the Rating Agency Condition with respect to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee proposed appointment and (ii) such receipt from the successor Administrator shall have agreed of an agreement in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityTrust Agreement in accordance with the terms thereof, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 9(e) and 8(e)hereof, the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (bc) Subject to Sections 8(dSection 9(e) and 8(e)hereof, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(dSection 9(e) and 8(e), at the sole option of the Issuing Entityhereof, the Issuer may remove the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall (A) enter a decree or order for relief, and such which decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or effect, (B) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property property, or (C) order the winding-up or liquidation of its the Administrator’s affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 9(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Depositor and the Indenture Trustee within seven days after the occurrence of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with Issuer (or the consent of the Owner Trustee Depositor on its behalf) and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the resigning or removed Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Administrator. (ef) The appointment of any successor Administrator shall be effective only after satisfaction if such appointment of such successor Administrator shall not cause a downgrading of any class of Notes by either of the Rating Agency Condition with respect Agencies. (g) Subject to Sections 9(e) and 9(f), the proposed appointmentAdministrator acknowledges that upon the appointment of a successor Indenture Trustee pursuant to Section 6.08 of the Indenture, the Administrator shall immediately resign and such successor Indenture Trustee shall automatically become the Administrator under this Agreement. Any such successor Indenture Trustee shall be required to agree—in its acceptance of appointment as successor Indenture Trustee—to assume the duties of the Administrator under the terms and conditions of this Agreement.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until (i) the dissolution termination of the Issuing EntityIssuer and (ii) the satisfaction and discharge of the Indenture in accordance with Section 4.1 of the Indenture, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(dsubsections 5.1(d) and 8(e(e), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer and the Indenture Owner Trustee with at least 60 days’ days prior written notice. (b) Subject to Sections 8(dsubsections 5.1(d) and 8(e(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ days prior written notice; provided however, that if any Notes are outstanding at the time of the removal, the Rating Agency Condition shall have first been satisfied in connection with such removal. (c) Subject to Sections 8(dsubsections 5.1(d) and 8(e(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 10 days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) The undersigned parties acknowledge that upon the appointment of a successor Servicer pursuant to the Servicing Agreement, the Administrator may immediately resign and such successor Servicer shall automatically become the Administrator hereunder. (c) Subject to Sections 8(d) and 8(eSection 10(f), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer and the Indenture Owner Trustee with at least 60 days’ prior written notice. (bd) Subject to Sections 8(d) and 8(eSection 10(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (ce) Subject to Sections 8(d) and 8(eSection 10(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuer or the Owner Trustee of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and the Owner Trustee); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 10(e) shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence happening of such event. (df) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. , and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntityEnvironmental Trust Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within thirty (30) days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntityTransition Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within thirty (30) days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (bc) Subject to Sections 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Sections 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 8(e) and 8(e)below, the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator Issuer with at least 60 days’ prior written notice. (c) Subject to Sections 8(dSection 8(e) and below, Issuer may remove Administrator without cause by providing Administrator with at least 60 days’ prior written notice. (d) Subject to Section 8(e)) below, at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within ten 30 days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, conservator, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-winding up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors creditors, shall admit in writing its inability to pay its debts generally as they become due or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events event specified in clauses clause (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. After obtaining knowledge of any event specified in clause (i), (ii) or (iii) of this Section 8(d), Issuer shall give prompt written notice thereof to the Rating Agencies. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. ; and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition shall have been satisfied with respect to the proposed appointmentappointment of the successor Administrator.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of all Energy Transition Bonds and any other amount that may become due and payable under the Issuing EntityIndenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 8(e) and 8(eSection 8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator Rating Agencies with at least 60 days’ prior written notice. (c) Subject to Sections 8(dSection 8(e) and Section 8(f), the Issuer may remove the Administrator without cause by providing the Administrator and the Rating Agencies with at least 60 days’ prior written notice. (d) Subject to Section 8(e) and Section 8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator and the Rating Agencies if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within 30 days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (iiSection 8(d)(ii) or (iiiSection 8(d)(iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity Issuer, the Rating Agency Condition shall have been satisfied with respect to the consent of the Owner Trustee proposed appointment, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntityStorm Recovery Bonds and any other amount that may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. Notwithstanding the foregoing, the Administrator’s obligation under Section 11(c) to indemnify DEC Customers shall survive termination of this Administration Agreement. (ab) Subject to Sections 8(dSection 8(e) and 8(eSection 8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer, the Commission and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator Rating Agencies with at least 60 days’ prior written notice. (c) Subject to Sections 8(dSection 8(e) and Section 8(f), the Issuer may remove the Administrator without cause by providing the Administrator, the Commission and the Rating Agencies with at least 60 days’ prior written notice. (d) Subject to Section 8(e) and Section 8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator and the Rating Agencies if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within 30 days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (iiSection 8(d)(ii) or (iiiSection 8(d)(iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Commission and the Indenture Trustee as soon as practicable but in any event within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity Issuer, the Rating Agency Condition shall have been satisfied with respect to the consent proposed appointment, the Commission Condition set forth in Section 13(b) of the Owner Trustee this Administration Agreement has been satisfied, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition and the Commission Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days ten Business Days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunderhereunder and (iii) the Owner Trustee and the Indenture Trustee consent to the successor Administrator. (ef) The appointment of any successor Administrator shall be effective only after satisfaction receipt of written confirmation from each Rating Agency that the proposed appointment will not result in the qualification, downgrading or withdrawal of any rating assigned to the Notes by such Rating Agency. (g) A successor Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the resigning Administrator and to the Issuer. Thereupon the resignation or removal of the Rating Agency Condition with respect resigning Administrator shall become effective, and the successor Administrator shall have all the rights, powers and duties of the Administrator under this Agreement. The successor Administrator shall mail a notice of its succession to the proposed appointmentNoteholders and the Certificateholders. The resigning Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, power, duties and obligations hereunder. (h) In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder. (i) In the exercise or administration of its duties hereunder and under the Related Documents, the Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Administrator shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Administrator with due care.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntityStorm Recovery Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and Issuer, the Indenture Trustee and the Rating Agencies with at least 60 days’ prior written notice. sixty (b60) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (c) Subject to Sections 8(d8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator, the Indenture Trustee and the Rating Agencies with at least sixty (60) days’ prior written notice. (d) Subject to Sections 8(e) and 8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator and the Rating Agencies if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within thirty (30) days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8(e) shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity Issuer, (ii) the Rating Agency Condition with respect to the consent of the Owner Trustee proposed appointment has been satisfied and (iiiii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 9(e) and 8(e)hereof, the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (bc) Subject to Sections 8(dSection 9(e) and 8(e)hereof, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(dSection 9(e) and 8(e), at the sole option of the Issuing Entityhereof, the Issuer may remove the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer);; or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, and such which decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property property, or (z) order the winding-up or liquidation of its the Administrator’s affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 9(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity Issuer in accordance with the consent of the Owner Trustee Trust Agreement and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the resigning or removed Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Administrator. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Sections 9(e) and 9(f), the Administrator acknowledges that upon the appointment of a successor Indenture Trustee pursuant to Section 6.08 of the Indenture, the Administrator shall immediately resign and such successor Indenture Trustee shall automatically become the Administrator under this Agreement. Any such successor Indenture Trustee shall be required to agree to assume the duties of the Administrator under the terms and conditions of this Agreement in its acceptance of appointment as successor Indenture Trustee.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections Section 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. (b) Subject to Sections Section 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (c) Subject to Sections Section 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntityConsumer Rate Relief Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer and the Indenture Trustee Rating Agencies with at least 60 days’ prior written notice. sixty (b60) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (c) Subject to Sections 8(d8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator and the Rating Agencies with at least sixty (60) days’ prior written notice. (d) Subject to Sections 8(e) and 8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator and the Rating Agencies if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within thirty (30) days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(e), the The Administrator may resign from its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(d) and 8(e), the Issuing Entity The Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(d) and 8(e), at At the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Section 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d9(e) and 8(e9(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ ' prior written notice. (bc) Subject to Sections 8(d9(e) and 8(e9(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ ' prior written notice. (cd) Subject to Sections 8(d9(e) and 8(e9(f), at the sole option of the Issuing EntityIssuer, the Issuer may remove the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occuroccur and be continuing: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, trustee, custodian, trustee, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if If any of the events specified in clauses (ii) or (iii) above of this Section 9(d) shall occur, it the Administrator shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (de) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only with the consent of the Insurer (if no Insurer Default shall have occurred and be continuing) and after satisfaction of the Rating Agency Condition with respect to the proposed such appointment. (g) Subject to Sections 9(e) and 9(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution or termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and subsection 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ days prior written notice. (bc) Subject to Sections 8(d) and subsection 8(e), the Issuing Entity Beneficiary, on behalf of the Issuer, may remove the Administrator without cause by providing the Administrator with at least 60 days’ days prior written notice. (cd) Subject to Sections 8(d) and subsection 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 [ten] days (or, if such default cannot be cured in such time, shall not give within ten [ten] days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, conservator, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors creditors, shall admit in writing generally its inability to pay its debts as they become due or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) above of this subsection 8(d) shall occur, it shall give written notice thereof to the Issuing Entity and Issuer, the Indenture Trustee and each Note Rating Agency within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment . Promptly upon the resignation or removal of any the Administrator becoming effective, the successor Administrator shall be effective only after satisfaction deliver written notice of the such resignation or removal to each Note Rating Agency Condition with respect to the proposed appointmentAgency.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, the Issuing Entity Seller may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, at the sole option of the Issuing EntityOwner Trustee, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Owner Trustee to the Administrator and each Rating Agency if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement in any material respect and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityOwner Trustee); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or; (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due; or (iv) HCLC or an Affiliate ceases to be the Holder of the Designated Certificate under the Trust Agreement. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Owner Trustee and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity Seller (with the consent of the Owner Trustee and the Indenture Trustee) and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction each Rating Agency, after having been given 10 days prior notice of such proposed appointment, shall have declared in writing that such appointment will not result in a reduction or withdrawal of the Rating Agency Condition with respect to then current rating of the proposed appointmentNotes or Certificates.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may give notice of its intent to resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ ' prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ ' prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuer of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (i), (ii) or (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Swap Counterparty and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. , and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(d) and 8(eSection 10(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(d) and 8(eSection 10(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuer of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until until: (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. , and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 8(e) and 8(e(f), the Administrator may resign its -------------------- duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ days prior written notice. (bc) Subject to Sections 8(dSection 8(e) and 8(e(f), the Issuing Entity Issuer may remove the -------------------- Administrator without cause by providing the Administrator with at least 60 days’ days prior written notice. (cd) Subject to Sections 8(dSection 8(e) and 8(e(f), at the sole option of the Issuing EntityIssuer, the -------------------- Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within ten 30 days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(d) and 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and Issuer, the Indenture Trustee and the Insurer with at least 60 days’ ' prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may Issuer, with the prior written consent of the Insurer may, and shall at the direction of the Insurer, remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (c) Subject to Sections 8(d) and 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may may, with the prior written consent of the Insurer, and shall at the direction of the Insurer, be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator and the Insurer if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and the Insurer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Insurer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee Insurer and the Owner Indenture Trustee shall have been appointed by the Issuing Entity Issuer with the consent of the Owner Insurer and the Indenture Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntityBonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the The Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within 30 days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the each Note Rating Agency Condition with respect confirms in writing that such proposed appointment will not cause a Ratings Effect. (g) Subject to Sections 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the proposed appointmentSale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections Section 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ ' prior written notice. (b) Subject to Sections Section 8(d) and Section 8(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (c) Subject to Sections Section 8(d) and Section 8(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign (subject to Section 8(d) hereof).

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Owner and the Indenture Trustee with at least 60 days’ ' prior written notice. (bc) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (cd) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement or under the Back-up Administration Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Delaware Trustee, the Eligible Lender Trustee, the Noteholders and the Indenture Trustee within seven days after the occurrence happening of such event. The Administrator agrees that it will not commence or consent to the events specified in clause (iii) without the prior written consent of the Issuer, the Eligible Lender Trustee and the Delaware Trustee for so long as any Note is outstanding. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee administrator shall have been appointed by the Issuing Entity Issuer (with the consent of the Owner Delaware Trustee and the Eligible Lender Trustee) and (ii) such successor Administrator administrator shall have a net worth of at least $ 5,000,000 and shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction if each Rating Agency shall have been given 10 days' prior notice of such proposed appointment, and the Rating Agency Condition Confirmation shall have been satisfied with respect to the proposed such appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing Entity, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d) and 8(eSection 10(d), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (c) Subject to Sections 8(d) and 8(eSection 10(d), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuing Entity of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 10(c) shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the occurrence happening of such event. (d) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Entity, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. , and (eiii) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to the such proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(d1.09(d) and 8(e1.09(e), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer [and the Indenture Trustee Swap Counterparty] with at least 60 days’ prior written notice. (b) Subject to Sections 8(d1.09(d) and 8(e1.09(e), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator [and Swap Counterparty] with at least 60 days’ prior written notice. (c) Subject to Sections 8(d1.09(d) and 8(e1.09(e), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator [(with a copy to the Swap Counterparty)] if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within 60 days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law as now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make or ordering the winding up or liquidation of the affairs of the Administrator and the continuance of any general such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; (iii) the commencement by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, compliance certificate, attestation or accountants’ letter when and as required under Section 1.21 which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification, compliance certificate, attestation or accountants’ letter was required to be delivered. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunderhereunder and (iii) such successor Administrator shall have agreed to coordinate with the Depositor or AHFC regarding communications to the Rating Agencies. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall will continue in force until the dissolution termination of the Issuing EntityIssuer in accordance with Section 9.1 of the Trust Agreement, upon which event this Agreement shall will automatically terminate. (ab) Subject to Sections 8(d9(e) and 8(e9(f), the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer, the Owner Trustee and the Indenture Trustee with at least 60 sixty (60) days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (c) Subject to Sections 8(d9(e) and 8(e9(f), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer (with the consent of a majority of the Controlling Note Class, or if no Notes are outstanding, the Controlling Certificate Class) to the Administrator if any of the following events shall will occur: (i) the Administrator shall default defaults in the performance of any of its duties under this Agreement and, after notice of such default, shall does not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall does not give within ten (10) days such assurance of cure as shall be is reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter enters a decree or order for relief, and such decree or order shall has not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order orders the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent consents to the entry of an order for relief in an involuntary case under any such law, or shall consent consents to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent consents to the taking of possession by any such official of any substantial part of its property, shall make makes any general assignment for the benefit of creditors or shall fail fails generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occurof this Section 9(c) occurs, it shall will give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall 9 will be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity with Issuer at the consent direction of a majority of the Owner Trustee Controlling Note Class, or if no Notes are outstanding, the Controlling Certificate Class and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The Issuer will provide written notice of any such resignation or removal to the Indenture Trustee, with a copy to the Rating Agencies. (e) The appointment of any successor Administrator shall will be effective only after satisfaction of the Rating Agency Condition Confirmation has been obtained with respect to the proposed appointment. (f) Subject to Section 9(e), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator will immediately resign and such successor Servicer will automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer and the payment in full of the Notes under the Indenture, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, the Administrator may resign its duties hereunder by providing the Issuing Entity Issuer, the Noteholders and the Indenture Trustee with at least 60 days’ prior written notice. (bc) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, the Issuing Entity Indenture Trustee, at the direction of the Controlling Party under the Indenture, may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (cd) Subject to Sections 8(dSection 8(e) and 8(e)of this Agreement, the Indenture Trustee, at the sole option direction of the Issuing EntityControlling Party under the Indenture, may remove the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Indenture Trustee to the Administrator if any of the following events shall occur: (i) the The Administrator shall default in the performance of any of its duties under this Agreement and, after written notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, the Administrator shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIndenture Trustee); (ii) a A court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in with respect of the Administrator in to any involuntary case commenced against the Administrator under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the The Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator it or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of its creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Owner Trustee, Ambac, the Noteholders and the Indenture Trustee within seven days two Business Days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent Owner Trustee, on behalf of the Owner Trustee Issuer, pursuant to Section 12 of this Agreement) and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction each Rating Agency, after having been given 10 days’ prior notice of such proposed appointment, shall have declared in writing that such appointment will not result in a reduction or withdrawal of the Rating Agency Condition then-current rating of the Notes. (g) Concurrently with respect the execution of this Agreement, the parties hereto shall enter into a Back-up Administration Agreement (the “Back-up Agreement”) pursuant to which U.S. Bank National Association will agree to perform certain duties of the proposed appointmentAdministrator in accordance with this Agreement in the event that the Administrator is terminated under this Section 8.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntityTransition Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within thirty (30) days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trusteeIndenture Trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trusteeIndenture Trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8(e) shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in force until the dissolution payment in full of the Issuing EntityRate Stabilization Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer and (B) fail to cure such default within thirty (30) days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have has been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(d9(e) and 8(e9(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. sixty (b60) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (c) Subject to Sections 8(d9(d), 9(e) and 8(e9(f), the Issuer may only remove the Administrator with cause by providing the Administrator with at least sixty (60) days’ prior written notice. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i1) the Administrator shall materially default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii2) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii3) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses clause (ii2) or (iii3) above of this Section 9(c) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven thirty (30) days after the occurrence happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section 9 shall be effective until (i1) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii2) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSection 8(e) and 8(e(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ days prior written notice. (bc) Subject to Sections 8(dSection 8(e) and 8(e(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ days prior written notice. (cd) Subject to Sections 8(dSection 8(e) and 8(e(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate, except for Sections 1(a)(ii), 1(a)(iii) and 21 hereof, which shall each survive termination of this Agreement. (ab) Subject to Sections 8(d8(e) and 8(e8(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 30 days’ , prior written notice. (bc) Subject to Sections 8(d8(e) and 8(e8(f), the Issuing Entity Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ 30 days prior written notice. (cd) Subject to Sections 8(d8(e) and 8(e8(f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 10 days (or, if such default cannot be cured in such time, shall not give within ten such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator (or, so long as the Administrator is TMCC, the Seller) in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairs90 consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy(or, insolvency or other similar law now or hereafter in effectso long as the Administrator is TMCC, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent Seller) to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or similar official for proceedings of or relating to the Administrator (or, so long as the Administrator is TMCC, the Seller) of or any substantial part relating to substantially all of its their property, or the Administrator (or, so long as the Administrator is TMCC, the Seller) shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become dueobligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Issuing Entity Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect has been satisfied. (g) Subject to Section 8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the proposed appointmentSale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically succeed to the rights, duties and obligations of the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuing EntityIssuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Sections 8(dSECTIONS 8(e) and 8(e(f), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee Issuer with at least 60 days’ prior written notice. sixty (b60) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ days prior written notice. (c) Subject to Sections 8(dSECTIONS 8(e) and (f), Issuer may remove Administrator without cause by providing Administrator with at least sixty (60) days prior written notice. (d) Subject to SECTIONS 8(e) and (f), at the sole option of the Issuing EntityIssuer, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 thirty (30) days (or, if such default cannot be cured in such time, shall not give within ten thirty (30) days such assurance of cure as shall be reasonably satisfactory to the Issuing EntityIssuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, conservator, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-winding up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors creditors, shall admit in writing its inability to pay its debts generally as they become due or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events event specified in clauses CLAUSE (ii) or (iii) above of this SECTION 8(d) shall occur, it shall give written notice thereof to the Issuing Entity Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. After obtaining knowledge of any event specified in CLAUSE (i), (ii) or (iii) of this SECTION 8(d), Issuer shall give prompt written notice thereof to the Rating Agencies. (de) No resignation or removal of the Administrator pursuant to this Section SECTION 8 shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.