Common use of Replacement of Indenture Trustee Clause in Contracts

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the . Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% representing a majority of the Note Balance of the Controlling Class Outstanding Amount may remove the Indenture Trustee without cause at any time and appoint a successor Indenture Trustee by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trusteein writing. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) a court having jurisdiction in the premises in respect of the Indenture Trustee is adjudged to be bankrupt in an involuntary case or insolventproceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs, provided any such decree or order shall have continued unstayed and in effect for a period of 30 consecutive days; (iii) the Indenture Trustee commences a receiver voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other public officer takes charge similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator or other similar official for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its propertydebts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class a majority in Outstanding Amount may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the . Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% representing a majority of the Note Balance of the Controlling Class Outstanding Amount may remove the Indenture Trustee without cause at any time (with thirty-one (31) days’ prior notice) and appoint a successor Indenture Trustee by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trusteein writing. The Issuer shall remove the Indenture Trustee (with thirty-one (31) days’ prior notice) if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) a court having jurisdiction in the premises in respect of the Indenture Trustee is adjudged to be bankrupt in an involuntary case or insolventproceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs, provided any such decree or order shall have continued unstayed and in effect for a period of thirty (30) consecutive days; (iii) the Indenture Trustee commences a receiver voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other public officer takes charge similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator or other similar official for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its propertydebts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class a majority in Outstanding Amount may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, the Master Servicer, and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer. The Credit Enhancer or the Holders of Notes evidencing not less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling Class both Classes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor at any time and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee reasonably acceptable to the Credit Enhancer by so notifying the Indenture Trustee, the Transferor, the Depositor, the Master Servicer, and the Credit Enhancer. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor reasonably acceptable to the Credit Enhancer if: (i) the Indenture Trustee fails to comply with satisfy Section 6.116.08; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its propertyTrustee; or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within 60 days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor and the Credit Enhancer, shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, the Master Servicer, and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer. The Credit Enhancer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class aggregate Outstanding Amount may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor at any time and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee reasonably acceptable to the Credit Enhancer by so notifying the Indenture Trustee, the Transferor, the Depositor, the Master Servicer, and the Credit Enhancer. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor reasonably acceptable to the Credit Enhancer if: (i) the Indenture Trustee fails to comply with satisfy Section 6.116.08; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its propertyTrustee; or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within 60 days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor and the Credit Enhancer, shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders holders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. The Issuer Administrator shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer. Thereupon, if all sums due the Administrator and the Depositor. Upon delivery of such written acceptanceretiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders holders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six (6) months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations of the Issuer and the Administrator under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written noticeNoteholders. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Class, may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to the Issuer, the Administrator, the Depositor and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with at least 60 days’ advance written noticeits reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by notifying upon 30 days’ prior written notice to the Indenture Trustee (with a copy to the Issuer, the Depositor and the Administrator, the Depositor and who shall notify the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; , (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or property or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period during which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Trustee and notify the Depositor of such appointment. Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the DepositorDepositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. No termination of the Indenture Trustee without cause will be effective unless the costs and expenses of such Indenture Trustee have been reimbursed in connection with such removal. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% a majority of Note Balances of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . In addition, the Indenture Trustee will resign to avoid being directly or indirectly controlled by the Issuer. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% a majority of Note Balances of the Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Administrator’s Issuer's obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 30 days’ advance prior written notice, and will provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee with 30 days’ prior written notice (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: with 30 days’ prior written notice if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; , (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or property or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Sections 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Sections 4.17 or 4.18 of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Trustee and notify the Depositor of such appointment. Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the DepositorDepositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing representing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders Noteholders, and will provide all information reasonably requested by the Depositor in order to comply with at least 60 days’ advance written noticeits reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; , (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or property or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Trustee and notify the Depositor of such appointment. Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the DepositorDepositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written noticeNoteholders. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Class, may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written noticenotice (or such shorter period as agreed upon by the parties hereto). The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to the Issuer, the Administrator, the Depositor and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with at least 60 days’ advance written noticeits reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may remove the Indenture Trustee without cause by notifying upon 30 days’ prior written notice to the Indenture Trustee (with a copy to the Issuer, the Depositor and the Administrator, the Depositor and who shall notify the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; , (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or property or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period during which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Trustee and notify the Depositor of such appointment. Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the DepositorDepositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing the Issuer, the Administrator, the Depositor Depositor[, the Swap Counterparty] and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Class, may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor Depositor[, the Swap Counterparty] and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Administrator[, the Swap Counterparty] and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorDepositor, the Depositor Noteholders and the Noteholders with at least 60 days’ advance written noticeInsurer. The Insurer (if no Insurer Default shall have occurred and be continuing) or the Holders of Notes evidencing not less than 51% of the Note Balance Balance, with the consent of the Controlling Class Insurer (if no Insurer Default shall have occurred and be continuing), may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the AdministratorDepositor, the Depositor Insurer and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Administrator, with the consent of the Insurer (if no Insurer Default shall have occurred and be continuing), shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Depositor and the DepositorInsurer. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s 's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders Noteholders of Notes evidencing not less than 51% of the a majority in Note Balance of the Controlling Note Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator Issuer and the Depositor. Upon delivery shall concurrently deliver a copy of such written acceptanceacceptance to each Swap Counterparty. Thereupon, if all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% of the a majority in Note Balance of the Controlling Note Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six (6) months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations of the Issuer and the Administrator under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor Issuer and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer. The Holders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes or the Credit Enhancer (so long as no Credit Enhancer Default exists) may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Credit Enhancer and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. Trustee with the consent of the Credit Enhancer (c) Any so long as no Credit Enhancer Default exists), which consent will not be unreasonably withheld. In addition, the Indenture Trustee will resign to avoid being directly or indirectly controlled by the Issuer. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Administrator’s Issuer's obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee acceptable to the Insurer pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor Issuer and the Noteholders with at least 60 days’ advance written noticeInsurer. The Insurer or the Holders of Notes evidencing not less than 51% a majority in Outstanding Amount of the Note Balance Notes (with the prior written consent of the Controlling Class Insurer) may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating AgenciesInsurer (if given by such Noteholders) of such removal and, following such removal, and may appoint a successor Indenture TrusteeTrustee acceptable to the Insurer. The Issuer shall (with the prior written consent of the Insurer) remove the Indenture Trustee if: (ia) the Indenture Trustee fails to comply with Section 6.116.11 below; (iib) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iiic) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (ivd) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to with the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal consent of the retiring Indenture Trustee Insurer, which consent shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trusteenot be unreasonably withheld. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may resign at any time by providing so notifying the IssuerIssuer and the Depositor, the Administrator, and will provide all information reasonably requested by the Depositor and in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Noteholders with at least 60 days’ advance written noticeresignation of the Indenture Trustee. The Holders holders of Notes evidencing not less than 51% of the Note Balance a majority in principal amount of the Controlling Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the IssuerTrustee, the Administrator, Issuer and the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer Administrator shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . The Depositor may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section 3.7(e), Section 6.8 or Section 6.9 of the Indenture with respect to notice to or providing information to the Depositor, or with Article X of the Sale and Servicing Agreement, in each case if such failure continues for the lesser or 10 days or such period in which the applicable Exchange Act Report can be filed timely (b) without taking into account any extensions). If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture TrusteeTrustee and notify the Depositor such appointment. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Thereupon, if all sums due the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceretiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders holders of Notes evidencing not less than 51% of the Note Balance a majority in principal amount of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six (6) months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations of the Issuer and the Administrator under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, the Master Servicer, and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer. The Credit Enhancer or the Holders of Notes evidencing not less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling Class all Classes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor at any time and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee reasonably acceptable to the Credit Enhancer by so notifying the Indenture Trustee, the Transferor, the Depositor, the Master Servicer, and the Credit Enhancer. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor reasonably acceptable to the Credit Enhancer if: (i) the Indenture Trustee fails to comply with satisfy Section 6.116.08; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its propertyTrustee; or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within 60 days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of all Classes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor and the Credit Enhancer, shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall will become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Subject to the preceding sentence, the Indenture Trustee may resign at any time by providing notifying the Issuer, the Administrator, the Depositor and the . The Noteholders with of at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% of the a majority in Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. . (b) The Issuer shall must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee becomes legally unable to act or otherwise becomes incapable of actingacting as Indenture Trustee. (bc) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Administrator shall promptly Issuer must appoint a successor Indenture TrusteeTrustee promptly. (cd) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall will have all the rights, powers powers, duties and duties obligations of the Indenture Trustee under this Indenture. The Issuer will continue to pay all amounts owed to the retiring Indenture Trustee in accordance with Sections 6.7 and 8.2 following the retiring Indenture Trustee's resignation or removal until all such amounts are paid. The successor Indenture Trustee shall mail will deliver a notice of its succession to the NoteholdersSecured Parties. The retiring Indenture Trustee shall will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (de) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% of the at least a majority in Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the retiring Indenture Trustee pursuant to this Section 6.8, any obligations of the Administrator’s obligations Issuer and the Administrator owing to the retiring Indenture Trustee under Section 6.7 shall will continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of such appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to the Issuer, the Administrator, the Depositor and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with at least 60 days’ advance written noticeits reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may remove the Indenture Trustee without cause by notifying upon 30 days’ prior written notice to the Indenture Trustee (with a copy to the Issuer, the Depositor and the Administrator, the Depositor and who shall notify the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; , (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or property or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period during which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Trustee and notify the Depositor of such appointment. Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the IssuerAdministrator, the Administrator Issuer and the DepositorDepositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders Noteholders of Notes evidencing not less than 51% of the a majority in Note Balance of the Controlling Note Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer. Thereupon, if all sums due the Administrator and the Depositor. Upon delivery of such written acceptanceretiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail (by regular mail or overnight delivery) a notice of its succession to the Noteholders. The If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% of the a majority in Note Balance of the Controlling Note Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six (6) months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations of the Issuer and the Administrator under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to the Issuer, the Administrator, the Depositor and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with at least 60 days’ advance written noticeits reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by notifying upon 30 days’ prior written notice to the Indenture Trustee (with a copy to the Issuer, the Depositor and the Administrator, the Depositor and who shall notify the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; , (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or property or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period during which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Trustee and notify the Depositor of such appointment. Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the DepositorDepositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall will become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Subject to the preceding sentence, the Indenture Trustee may resign at any time by providing notifying the Issuer, the Administrator, the Depositor and the . The Noteholders with of at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% of the a majority in Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. . (b) The Issuer shall must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee becomes legally unable to act or otherwise becomes incapable of actingacting as Indenture Trustee. (bc) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Administrator shall promptly Issuer must appoint a successor Indenture TrusteeTrustee promptly. (cd) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall will have all the rights, powers powers, duties and duties obligations of the Indenture Trustee under this Indenture. The Issuer will continue to pay all amounts owed to the retiring Indenture Trustee in accordance with Section 8.2 following the retiring Indenture Trustee's resignation or removal until all such amounts are paid. The successor Indenture Trustee shall mail will deliver a notice of its succession to the NoteholdersSecured Parties. The retiring Indenture Trustee shall will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (de) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% of the at least a majority in Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the retiring Indenture Trustee pursuant to this Section 6.8, any obligations of the Administrator’s obligations Issuer and the Administrator owing to the retiring Indenture Trustee under Section 6.7 shall up to the date of removal will continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer. The Majority Noteholders or the Issuer, with the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% consent of the Note Balance of the Controlling Class Majority Noteholders, may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Agencies in writing and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or; (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (bv) the Indenture Trustee defaults in any of its obligations under the Transaction Documents and such default is not cured within 30 days after a Responsible Officer of the Indenture Trustee receives written notice of such default. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. No successor Indenture Trustee shall accept appointment as provided in this Section 6.08 unless at the time of such acceptance such Person shall be eligible under the provisions of Section 6.11. The successor Indenture Trustee shall mail a notice of its succession to Noteholders and the NoteholdersHedge Counterparties. The retiring Indenture Trustee shall promptly transfer all property (including all Indenture Collateral) held by it as Indenture Trustee to the successor Indenture Trustee. (d) Trustee and shall execute and deliver such instruments and such other documents as may reasonably be required to more fully and certainly vest and confirm in the successor Indenture Trustee all such rights, powers, duties and obligations. If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders, may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.86.08, the AdministratorIssuer’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee. Upon acceptance of appointment by a successor Indenture Trustee as provided in this Section 6.08, the Servicer shall mail notice of such succession hereunder to all Holders of Notes at their addresses as shown in the Note Register and the Hedge Counterparties at their addresses as shown on the register kept by the Issuer, as provided to the Indenture Trustee. If the Servicer fails to mail such notice within 10 days after acceptance of appointment by the successor Indenture Trustee, the successor Indenture Trustee shall cause such notice to be mailed at the expense of the Servicer.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders Noteholders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. Unless a Servicer Default has occurred and is continuing, the appointment of any successor Indenture Trustee shall be subject to the prior written approval of the Servicer. The Issuer shall remove the Indenture Trustee if: (ia) the Indenture Trustee fails to comply with Section 6.11; (iib) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iiic) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (ivd) the Indenture Trustee otherwise becomes incapable of acting. (b) fulfilling its duties under the Basic Documents. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . In addition, the Indenture Trustee shall resign to avoid being directly or indirectly controlled by the Issuer. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, then the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Administrator’s Issuer's obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall will become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Subject to the preceding sentence, the Indenture Trustee may resign at any time by providing notifying the Issuer, the Administrator, the Depositor and the . The Noteholders with of at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% of the a majority in Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. . (b) The Issuer shall must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee becomes legally unable to act or otherwise becomes incapable of actingacting as Indenture Trustee. (bc) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Administrator shall promptly Issuer must appoint a successor Indenture TrusteeTrustee promptly. (cd) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall will have all the rights, powers powers, duties and duties obligations of the Indenture Trustee under this Indenture. The Issuer will continue to pay all amounts owed to the retiring Indenture Trustee in accordance with Section 8.2 following the retiring Indenture Trustee's resignation or removal until all such amounts are paid. The successor Indenture Trustee shall mail will deliver a notice of its succession to the Noteholders. The retiring Indenture Trustee shall will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (de) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% of the at least a majority in Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the retiring Indenture Trustee pursuant to this Section 6.8, any obligations of the Administrator’s obligations Issuer and the Administrator owing to the retiring Indenture Trustee under Section 6.7 shall up to the date of removal will continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, the Master Servicer, and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer. The Credit Enhancer or the Holders of Notes evidencing not less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling Class all Classes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor at any time and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee reasonably acceptable to the Credit Enhancer by so notifying the Indenture Trustee, the Transferor, the Depositor, the Master Servicer, and the Credit Enhancer. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor reasonably acceptable to the Credit Enhancer if: (i) the Indenture Trustee fails to comply with satisfy Section 6.116.08; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (biv) If during the period in which the Depositor is required to file Exchange Act Reports with respect to the Trust, the Indenture Trustee resigns fails to comply with its obligations under the last sentence of Section 6.01 of the Sale and Servicing Agreement, Article VII of the Sale and Servicing Agreement, the preceding paragraph, or Section 6.12 and that failure is removed not remedied within the lesser of 10 calendar days or if the period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions). As a vacancy exists in condition to the office effectiveness of a resignation by the Indenture Trustee for any reason (Trustee, at least 15 calendar days before the effective date of that resignation, the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. must provide (cx) Any successor Indenture Trustee shall deliver a written acceptance of its appointment notice to the retiring Indenture Trustee, the Issuer, the Administrator Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor. Upon delivery , all information reasonably requested by the Depositor in order to comply with the Depositor's reporting obligation under Item 6.02 of such written acceptance, Form 8-K with respect to the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within 60 days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of all Classes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor and the Credit Enhancer, shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, the Master Servicer, and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer. The Credit Enhancer or the Holders of Notes evidencing not less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling Class Notes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor at any time and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee reasonably acceptable to the Credit Enhancer by so notifying the Indenture Trustee, the Transferor, the Depositor, the Master Servicer, and the Credit Enhancer. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor reasonably acceptable to the Credit Enhancer if: (i) the Indenture Trustee fails to comply with satisfy Section 6.116.08; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (biv) If during the period in which the Depositor is required to file Exchange Act Reports with respect to the Trust, the Indenture Trustee resigns fails to comply with its obligations under the last sentence of Section 6.01 of the Sale and Servicing Agreement, Article VII of the Sale and Servicing Agreement, the preceding paragraph, or Section 6.12 and that failure is removed not remedied within the lesser of 10 calendar days or if the period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions). As a vacancy exists in condition to the office effectiveness of a resignation by the Indenture Trustee for any reason (Trustee, at least 15 calendar days before the effective date of that resignation, the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. must provide (cx) Any successor Indenture Trustee shall deliver a written acceptance of its appointment notice to the retiring Indenture Trustee, the Issuer, the Administrator Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor. Upon delivery , all information reasonably requested by the Depositor in order to comply with the Depositor's reporting obligation under Item 6.02 of such written acceptance, Form 8-K with respect to the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within 60 days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor and the Credit Enhancer, shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written noticeNoteholders. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer's and the Administrator’s 's obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the IssuerIssuer and the Note Insurer. The Note Insurer or, if a Note Insurer Default exists, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% a majority of Note Principal Balances of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Issuer and the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Note Insurer and may appoint a successor Indenture Trustee. The Issuer shall shall, with the consent of the Note Insurer, so long as no Note Insurer Default exists, remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.116.11 hereof; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall Issuer shall, with the consent of the Note Insurer, so long as no Note Insurer Default exists, promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment acceptable to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture TrusteeNote Insurer. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders Noteholders of Notes evidencing not less than 51% of the a majority in Note Balance of the Controlling Note Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer. Thereupon, if all sums due the Administrator and the Depositor. Upon delivery of such written acceptanceretiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% of the a majority in Note Balance of the Controlling Note Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six (6) months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations of the Issuer and the Administrator under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Class, may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall will become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Subject to the preceding sentence, the Indenture Trustee may resign at any time by providing notifying the Issuer, the Administrator, the Depositor and the . The Noteholders with of at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% of the a majority in Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. . (b) The Issuer shall must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee becomes legally unable to act or otherwise becomes incapable of actingacting as Indenture Trustee. (bc) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Administrator shall promptly Issuer must appoint a successor Indenture TrusteeTrustee promptly. (cd) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall will have all the rights, powers powers, duties and duties obligations of the Indenture Trustee under this Indenture. The Issuer will continue to pay all amounts owed to the retiring Indenture Trustee in accordance with Section 8.2 following the retiring Indenture Trustee’s resignation or removal until all such amounts are paid. The successor Indenture Trustee shall mail will deliver a notice of its succession to the Noteholders. The retiring Indenture Trustee shall will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (de) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% of the at least a majority in Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the retiring Indenture Trustee pursuant to this Section 6.8, any obligations of the Administrator’s obligations Issuer and the Administrator owing to the retiring Indenture Trustee under Section 6.7 shall up to the date of removal will continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, the Master Servicer, and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer. The Credit Enhancer or the Holders of Notes evidencing not less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling Class all Classes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor at any time and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee reasonably acceptable to the Credit Enhancer by so notifying the Indenture Trustee, the Transferor, the Depositor, the Master Servicer, and the Credit Enhancer. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor reasonably acceptable to the Credit Enhancer if: (i) the Indenture Trustee fails to comply with satisfy Section 6.116.08; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (biv) If during the period in which the Depositor is required to file Exchange Act reports with respect to the Trust, the Indenture Trustee resigns fails to comply with its obligations under the last sentence of Section 6.01 of the Sale and Servicing Agreement, Article VII of the Sale and Servicing Agreement, the preceding paragraph, or Section 6.12 and that failure is removed not remedied within the lesser of 10 calendar days or if the period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions). As a vacancy exists in condition to the office effectiveness of a resignation by the Indenture Trustee for any reason (Trustee, at least 15 calendar days before the effective date of that resignation, the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. must provide (cx) Any successor Indenture Trustee shall deliver a written acceptance of its appointment notice to the retiring Indenture Trustee, the Issuer, the Administrator Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor. Upon delivery , all information reasonably requested by the Depositor in order to comply with the Depositor's reporting obligation under Item 6.02 of such written acceptance, Form 8-K with respect to the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within 60 days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of all Classes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor and the Credit Enhancer, shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor Issuer and the Noteholders with at least 60 days’ advance written noticeEnhancer. The Holders Enhancer or the Noteholders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating AgenciesEnhancer (if given by such Noteholders) of such removal and, following such removal, and may appoint a successor Indenture Trustee. Unless a Servicer Default has occurred and is continuing, the appointment of any successor Indenture Trustee shall be subject to the prior written approval of the Servicer. The Issuer shall remove the Indenture Trustee if: (ia) the Indenture Trustee fails to comply with Section 6.11; (iib) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iiic) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (ivd) the Indenture Trustee otherwise becomes incapable of acting. (b) fulfilling its duties under the Basic Documents. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any successor Trustee with the consent of the Enhancer, which consent shall not be unreasonably withheld. In addition, the Indenture Trustee shall deliver a written acceptance of its appointment resign to the retiring Indenture Trustee, avoid being directly or indirectly controlled by the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 thirty (30) days’ advance prior written noticenotice by so notifying the Issuer (with a copy to each Noteholder, each Hedge Counterparty and each Rating Agency). The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may remove the Indenture Trustee without cause with thirty (30) days’ prior written notice by so notifying the Indenture Trustee (with a copy to the IssuerTrustee, the Administrator, the Depositor Diversified and the Rating Agencies) of such removal and, following such removal, Hedge Counterparties and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If no Default or Event of Default has occurred and is continuing, and the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor replacement indenture trustee with the consent of the Majority Noteholders and of the Hedge Counterparties (in either case, such consent not to be unreasonably withheld, conditioned, or delayed) as soon as reasonably practicable, but in any event within thirty (30) days following such event; provided that if the Issuer shall not have appointed a replacement indenture trustee by the end of such thirty (30) day period other than as a result of the failure of the Majority Noteholders or the Hedge Counterparties to have reasonably consented, the Majority Noteholders shall have the right to appoint the replacement with the consent of the Issuer and of the Hedge Counterparties (in either case, such consent not to be unreasonably withheld, conditioned, or delayed), and the Issuer shall notify Diversified and each Rating Agency of such appointment. If a Default or Event of Default has occurred and is continuing, any replacement of the Indenture TrusteeTrustee hereunder shall be done by the Majority Noteholders. (c) Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator each Noteholder, and the Depositoreach Hedge Counterparty. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders and the NoteholdersHedge Counterparties. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty thirty (6030) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% Majority Noteholders may, at the expense of the Note Balance of the Controlling Class may Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder or any Hedge Counterparty may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the AdministratorIssuer’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing giving [30] days' written notice thereof to the Depositor, the Issuer, each Noteholder and each Rating Agency. As a condition to the Administratoreffectiveness of any such resignation, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders 15 calendar days prior to the effective date of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may remove such resignation, the Indenture Trustee without cause by notifying the Indenture Trustee shall provide (with a copy x) written notice to the IssuerDepositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, the Administrator, all information reasonably requested by the Depositor and in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Rating Agencies) resignation of such removal and, following such removal, may appoint a successor the Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . If the Indenture Trustee fails to fulfill its obligations under this Section 6.08 with respect to notice to the Depositor or Article XI of the Sale and Servicing Agreement, and such failure continues for the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (b) without taking into account any extensions), the Depositor may terminate the Indenture Trustee. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee that satisfies the eligibility requirements of Section 6.11 and shall provide written notice to the Depositor of any successor pursuant to this Section. The resigning or removed Indenture Trustee agrees to cooperate with any successor Indenture Trustee in ▇▇▇▇▇▇ing the termination of the resigning or removed Indenture Trustee. (c) Any 's responsibilities and rights hereunder and shall promptly provide such successor Indenture Trustee all documents and records reasonably requested by it to enable it to assume the Indenture Trustee's functions hereunder. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator Issuer and shall provide to the Depositor, in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note a majority in Outstanding Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time give notice of its intent to resign by providing so notifying the Issuer, the Administrator, the Depositor ; provided that no such resignation shall become effective and the Noteholders with at least 60 days’ advance written noticeIndenture Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of Notes evidencing not less than 51% a majority in Outstanding Amount of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c). The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns gives notice of its intent to resign or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint and designate a successor Indenture Trustee, which successor shall be, if the Originator is the Servicer, reasonably acceptable to the Seller. (c) Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% a majority in Outstanding Amount of the Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Administrator’s Issuer's obligations under Section 6.7 and the Servicer's corresponding obligations under the Pooling and Servicing Agreement shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 thirty (30) days’ advance prior written noticenotice by so notifying the Issuer (with a copy to each Noteholder, each Hedge Counterparty and each Rating Agency). The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may remove the Indenture Trustee without cause with thirty (30) days’ prior written notice by so notifying the Indenture Trustee (with a copy to the IssuerTrustee, the AdministratorDiversified, the Depositor OCM and the Rating Agencies) of such removal and, following such removal, Hedge Counterparties and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If no Default or Event of Default has occurred and is continuing, and the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor replacement indenture trustee with the consent of the Majority Noteholders and of the Hedge Counterparties (in either case, such consent not to be unreasonably withheld, conditioned, or delayed) as soon as reasonably practicable, but in any event within thirty (30) days following such event; provided that if the Issuer shall not have appointed a replacement indenture trustee by the end of such thirty (30) day period other than as a result of the failure of the Majority Noteholders or the Hedge Counterparties to have reasonably consented, the Majority Noteholders shall have the right to appoint the replacement with the consent of the Issuer and of the Hedge Counterparties (in either case, such consent not to be unreasonably withheld, conditioned, or delayed), and the Issuer shall notify Diversified, OCM and each Rating Agency of such appointment. If a Default or Event of Default has occurred and is continuing, any replacement of the Indenture TrusteeTrustee hereunder shall be done by the Majority Noteholders. (c) Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator each Noteholder, and the Depositoreach Hedge Counterparty. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders and the NoteholdersHedge Counterparties. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty thirty (6030) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% Majority Noteholders may, at the expense of the Note Balance of the Controlling Class may Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder or any Hedge Counterparty may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the AdministratorIssuer’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders Noteholders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor if given by such Noteholders) and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. Unless a Servicer Default has occurred and is continuing, the appointment of any successor Indenture Trustee shall be subject to the prior written approval of the Servicer. The Issuer shall remove the Indenture Trustee if: (ia) the Indenture Trustee fails to comply with Section 6.11; (iib) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iiic) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (ivd) the Indenture Trustee otherwise becomes incapable of acting. (b) fulfilling its duties under the Basic Documents. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any , which consent shall not be unreasonably withheld. In addition, the Indenture Trustee shall resign to avoid being directly or indirectly controlled by the Issuer. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, then the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the AdministratorIssuer’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorDepositor, the Depositor Swap Counterparty and the Noteholders Noteholders, and will provide all information reasonably requested by the Depositor in order to comply with at least 60 days’ advance written noticeits reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the AdministratorDepositor, the Depositor Swap Counterparty and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . The Depositor may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section 3.07(e), Section 6.08 or Section 6.09 with respect to notice to or providing information to the Depositor or the Swap Counterparty, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser or 10 days or such period in which the applicable Exchange Act Report can be timely filed (b) without taking into account any extensions). If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture TrusteeTrustee and notify the Depositor such appointment. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Swap Counterparty and the DepositorDepositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders Noteholders, and will provide all information reasonably requested by the Depositor in order to comply with at least 60 days’ advance written noticeits reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . The Depositor may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section 3.07(e), Section 6.08 or Section 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser or 10 days or such period in which the applicable Exchange Act Report can be filed timely (b) without taking into account any extensions). If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture TrusteeTrustee and notify the Depositor such appointment. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the DepositorDepositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer's and the Administrator’s 's obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 thirty (30) days’ advance prior written noticenotice by so notifying the Issuer (with a copy to each Noteholder, each Hedge Counterparty and each Rating Agency). The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may remove the Indenture Trustee without cause with thirty (30) days’ prior written notice by so notifying the Indenture Trustee (with a copy to the IssuerTrustee, the Administrator, the Depositor Diversified and the Rating Agencies) of such removal and, following such removal, Hedge Counterparties and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any , acceptable to the Majority Noteholders and the Hedge Counterparties, and shall notify Diversified and each Rating Agency of such appointment. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator each Noteholder, and the Depositoreach Hedge Counterparty. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders and the NoteholdersHedge Counterparties. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty thirty (6030) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% Majority Noteholders may, at the expense of the Note Balance of the Controlling Class may Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder or any Hedge Counterparty may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the AdministratorIssuer’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section Section 6.8. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written noticeNoteholders. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Class, may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section Section 6.8, the Administrator’s obligations under Section Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written noticeNoteholders. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Class, may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may resign at any time by providing so notifying the IssuerIssuer and the Depositor, the Administrator, and will provide all information reasonably requested by the Depositor and in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Noteholders with at least 60 days’ advance written noticeresignation of the Indenture Trustee. The Holders holders of Notes evidencing not less than 51% of the Note Balance a majority in principal amount of the Controlling Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the IssuerTrustee, the Administrator, Issuer and the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer Administrator shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . The Depositor may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section 3.7(e), Section 6.8 or Section 6.9 of the Indenture with respect to notice to or providing information to the Depositor, or with Article X of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of 10 days or such period in which the applicable Exchange Act Report can be filed timely (b) without taking into account any extensions). If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture TrusteeTrustee and notify the Depositor such appointment. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Thereupon, if all sums due the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceretiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders holders of Notes evidencing not less than 51% of the Note Balance a majority in principal amount of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six (6) months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations of the Issuer and the Administrator under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Upon thirty (30) days’ prior written notice to the Issuing Entity and the Depositor, the Indenture Trustee may resign at any time time, and the Indenture Trustee shall provide all information reasonably requested by providing the Issuer, the Administrator, the Depositor and in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Noteholders with at least 60 days’ advance written noticeresignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% a majority in Outstanding Amount of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by notifying providing thirty (30) days’ prior written notice thereof to the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of Depositor, and such removal and, following such removal, Holders may appoint a successor Indenture Trustee. The Issuer Issuing Entity shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . The Depositor may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section 3.07(e), Section 6.08 or Section 6.09 of the Indenture with respect to notice to or providing information to the Depositor, or with Section 4.16 of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of 10 days or such period in which the applicable report required to be filed under the Exchange Act can be filed timely (b) without taking into account any extensions). If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuing Entity shall promptly appoint a successor Indenture Trustee. (c) Any , which successor shall be, if JDCC is the Servicer, reasonably acceptable to the Seller. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuing Entity and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer Issuing Entity or the Holders of Notes evidencing not less than 51% a majority in Outstanding Amount of the Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuing Entity’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, the Master Servicer, and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer. The Credit Enhancer or the Holders of Notes evidencing not less more than 5150% of the Note Balance aggregate Outstanding Amount of the Controlling Class Notes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor at any time and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee reasonably acceptable to the Credit Enhancer by so notifying the Indenture Trustee, the Transferor, the Depositor, the Master Servicer, and the Credit Enhancer. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor reasonably acceptable to the Credit Enhancer if: (i) the Indenture Trustee fails to comply with satisfy Section 6.116.08; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (biv) If during the period in which the Depositor is required to file Exchange Act Reports with respect to the Trust, the Indenture Trustee resigns fails to comply with its obligations under the last sentence of Section 6.01 of the Sale and Servicing Agreement, Article VII of the Sale and Servicing Agreement, the preceding paragraph, or Section 6.12 and that failure is removed not remedied within the lesser of 10 calendar days or if the period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions). As a vacancy exists in condition to the office effectiveness of a resignation by the Indenture Trustee for any reason (Trustee, at least 15 calendar days before the effective date of that resignation, the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. must provide (cx) Any successor Indenture Trustee shall deliver a written acceptance of its appointment notice to the retiring Indenture Trustee, the Issuer, the Administrator Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor. Upon delivery , all information reasonably requested by the Depositor in order to comply with the Depositor’s reporting obligation under Item 6.02 of such written acceptance, Form 8-K with respect to the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within 60 days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, the Credit Enhancer, or the Holders of more than 50% of the aggregate Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor and the Credit Enhancer, shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to the Issuer, the Administrator, the Depositor and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with at least 60 days’ advance written noticeits reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may remove the Indenture Trustee without cause by notifying upon 30 days’ prior written notice to the Indenture Trustee (with a copy to the Issuer, the Depositor and the Administrator, the Depositor and who shall notify the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; , (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or property or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period during which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Trustee and notify the Depositor of such appointment. Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the DepositorDepositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing giving 90 days’ written notice thereof to the Depositor, the Issuer, the Administratoreach Noteholder, the Depositor Swap Counterparty and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the each Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture TrusteeAgency. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee that satisfies the eligibility requirements of Section 6.11. The resigning or removed Indenture Trustee agrees to cooperate with any successor Indenture Trustee in effecting the termination of the resigning or removed Indenture Trustee. (c) Any ’s responsibilities and rights hereunder and shall promptly provide such successor Indenture Trustee all documents and records reasonably requested by it to enable it to assume the Indenture Trustee’s functions hereunder. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders and the NoteholdersSwap Counterparty. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note a majority in Outstanding Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written noticeeach Rating Agency. The Holders of Notes evidencing not less than 51% a majority of the Note Balance of the Outstanding Notes of the Controlling Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to Trustee, the Issuer, the Administrator, the Depositor and the each Rating Agencies) of such removal andAgency, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or; (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (bv) the Indenture Trustee breaches any representation, warranty or covenant made by it under any Basic Document. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)): (x) the Indenture Trustee shall provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the Administrator resignation of the Indenture Trustee, and (y) the Issuer shall promptly appoint a successor Indenture Trustee, subject to Section 6.11. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.08. (cb) Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all of the rights, powers and duties of the Indenture Trustee under this Indenture. The retiring Indenture Trustee shall be paid all amounts owed to it upon its resignation or removal. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. The retiring Indenture Trustee shall not be liable for the acts or omissions of any successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty thirty (6030) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% Noteholders representing a majority of the Note Balance of the Outstanding Notes of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (d) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.86.08, the AdministratorIssuer’s and the Servicer’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to the Issuer, the Administrator, the Depositor and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with at least 60 days’ advance written noticeits reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by notifying upon 30 days’ prior written notice to the Indenture Trustee (with a copy to the Issuer, the Depositor and the Administrator, the Depositor and who shall notify the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; , (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or property or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Trustee and notify the Depositor of such appointment. Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the DepositorDepositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% a majority in aggregate outstanding principal amount of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c). The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly Holders of a majority in aggregate outstanding principal amount of the Notes may appoint a successor Indenture Trustee, but until a successor Indenture Trustee shall have been so appointed by the Holders of the Notes, the Issuer shall appoint a successor Indenture Trustee, and until the Issuer has appointed such successor the resignation of the Indenture Trustee shall not become effective. After any such appointment other than by the holders of the Notes, the person making such appointment shall forthwith cause notice thereof to be mailed to the holders of the Notes at their addresses as the same then appear in the register of the Issuer; but any successor Trustee so appointed shall, immediately and without further act, be superseded by a successor Trustee appointed by the holders of the Notes in the manner above prescribed, if such appointment be made prior to the expiration of one year from the date of the mailing of such notice by the Issuer, or by such receivers, trustees, custodians, or assignees. A retiring Indenture Trustee shall not be liable for any acts or omissions of a successor Indenture Trustee occurring after the retirement of such retired Indenture Trustee, which retirement was effected pursuant to the terms and subject to the conditions of this Indenture. (c) Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% a majority of the Note Balance aggregate outstanding principal amount of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s Issuer's obligations under Section 6.7 and the Servicer's corresponding obligations under the Sale and Servicing Agreement shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written noticeNoteholders. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Class, may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s 's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer. The Majority Holders or the Issuer, with the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% consent of the Note Balance of the Controlling Class Majority Holders, may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Agencies in writing and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or; (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (bv) the Indenture Trustee defaults in any of its obligations under the Transaction Documents and such default is not cured within thirty (30) days after a Responsible Officer of the Indenture Trustee receives written notice of such default. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. No successor Indenture Trustee shall accept appointment as provided in this Section 6.08 unless at the time of such acceptance such Person shall be eligible under the provisions of Section 6.11. The successor Indenture Trustee shall mail a notice of its succession to the NoteholdersHolders. The retiring Indenture Trustee shall promptly transfer all property (including all Indenture Collateral) held by it as Indenture Trustee to the successor Indenture Trustee. (d) Trustee and shall execute and deliver such instruments and such other documents as may reasonably be required to more fully and certainly vest and confirm in the successor Indenture Trustee all such rights, powers, duties and obligations. If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Holders, may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder Holder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.86.08, the AdministratorIssuer’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee. Upon acceptance of appointment by a successor Indenture Trustee as provided in this Section 6.08, the Issuer shall mail notice of such succession hereunder to all Holders of Notes at their addresses as shown in the Note Register at their addresses as shown on the register kept by the Issuer, as provided to the Indenture Trustee. If the Issuer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Indenture Trustee, the successor Indenture Trustee shall cause such notice to be mailed at the expense of the Issuer.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written noticeeach Rating Agency. The Holders of Notes evidencing not less than 51% a majority of the Note Balance of the Outstanding Notes of the Controlling Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to Trustee, the Issuer, the Administrator, the Depositor and the each Rating Agencies) of such removal andAgency, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or; (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (bv) the Indenture Trustee breaches any representation, warranty or covenant made by it under any Basic Document. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)): (x) the Indenture Trustee shall provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the Administrator resignation of the Indenture Trustee, and (y) the Issuer shall promptly appoint a successor Indenture Trustee, subject to Section 6.11. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.08. (cb) Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all of the rights, powers and duties of the Indenture Trustee under this Indenture. The retiring Indenture Trustee shall be paid all amounts owed to it upon its resignation or removal. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. The retiring Indenture Trustee shall not be liable for the acts or omissions of any successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty thirty (6030) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% Noteholders representing a majority of the Note Balance of the Outstanding Notes of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (d) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.86.08, the AdministratorIssuer’s and the Servicer’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, the Master Servicer, and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer. The Credit Enhancer or the Holders of Notes evidencing not less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling Class both Classes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy at any time upon delivery to the IssuerIssuer of a written description of the basis for the removal, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee reasonably acceptable to the Credit Enhancer by so notifying the Indenture Trustee, the Transferor, the Depositor, the Master Servicer, and the Credit Enhancer. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor reasonably acceptable to the Credit Enhancer if: (i) the Indenture Trustee fails to comply with satisfy Section 6.116.08; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (biv) If during the period in which the Depositor is required to file Exchange Act reports with respect to the Trust, the Indenture Trustee resigns or is removed or if a vacancy exists in fails to comply with its obligations under the office last sentence of Indenture Trustee for any reason (Section 6.01 of the Indenture Trustee in such event being referred to herein as Sale and Servicing Agreement, Article IX of the retiring Indenture Trustee)Sale and Servicing Agreement, the Administrator shall promptly appoint preceding paragraph, or Section 6.12 and that failure is not remedied within the lesser of 10 calendar days or the period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions). As a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment condition to the retiring effectiveness of a resignation by the Indenture Trustee, at least 15 calendar days prior to the Issuereffective date of that resignation, the Administrator Trustee must provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor. Upon delivery , all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of such written acceptance, Form 8-K with respect to the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within 60 days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor and the Credit Enhancer, shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, the Master Servicer, and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer. The Credit Enhancer or the Holders of Notes evidencing not less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling Class all Classes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor at any time and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee reasonably acceptable to the Credit Enhancer by so notifying the Indenture Trustee, the Transferor, the Depositor, the Master Servicer, and the Credit Enhancer. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor reasonably acceptable to the Credit Enhancer if: (i) the Indenture Trustee fails to comply with satisfy Section 6.116.08; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (biv) If during the period in which the Depositor is required to file Exchange Act Reports with respect to the Trust, the Indenture Trustee resigns fails to comply with its obligations under the last sentence of Section 6.01 of the Sale and Servicing Agreement, Article VII of the Sale and Servicing Agreement, the preceding paragraph, 44 or Section 6.12 and that failure is removed not remedied within the lesser of 10 calendar days or if the period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions). As a vacancy exists in condition to the office effectiveness of a resignation by the Indenture Trustee for any reason (Trustee, at least 15 calendar days before the effective date of that resignation, the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. must provide (cx) Any successor Indenture Trustee shall deliver a written acceptance of its appointment notice to the retiring Indenture Trustee, the Issuer, the Administrator Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor. Upon delivery , all information reasonably requested by the Depositor in order to comply with the Depositor's reporting obligation under Item 6.02 of such written acceptance, Form 8-K with respect to the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within 60 days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of all Classes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor and the Credit Enhancer, shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders Noteholders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling Class Notes Outstanding may remove the Indenture Trustee without with out cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer. There- upon, if all sums due the Administrator and the Depositor. Upon delivery of such written acceptanceretiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling Class Notes Outstanding may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six (6) months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations of the Issuer and the Administrator under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written noticeeach Rating Agency. The Holders of Notes evidencing not less than 51% a majority of the Note Balance of the Controlling Class Outstanding Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to Trustee, the Issuer, the Administrator, the Depositor and the each Rating Agencies) of such removal andAgency, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or; (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (bv) the Indenture Trustee breaches any representation, warranty or covenant made by it under any Basic Document. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee, subject to Section 6.11. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.08. (cb) Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all of the rights, powers and duties of the Indenture Trustee under this Indenture. The retiring Indenture Trustee shall be paid all amounts owed to it upon its resignation or removal. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. The retiring Indenture Trustee shall not be liable for the acts or omissions of any successor Indenture Trustee. (dc) If Subject to the last sentence of clause (a) of this Section 6.08, if a successor Indenture Trustee does not take office within sixty thirty (6030) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% Noteholders representing a majority of the Note Balance of the Outstanding Notes of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (d) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.86.08, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer. The Majority Noteholders or the Issuer, with the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% consent of the Note Balance of the Controlling Class Majority Noteholders, may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Agencies in writing and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or; (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (bv) the Indenture Trustee defaults in any of its obligations under the Transaction Documents and such default is not cured within 30 days after a Responsible Officer of the Indenture Trustee receives written notice of such default. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. No successor Indenture Trustee shall accept appointment as provided in this Section 6.08 unless at the time of such acceptance such Person shall be eligible under the provisions of Section 6.11. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property (including all Indenture Collateral) held by it as Indenture Trustee to the successor Indenture Trustee. (d) Trustee and shall execute and deliver such instruments and such other documents as may reasonably be required to more fully and certainly vest and confirm in the successor Indenture Trustee all such rights, powers, duties and obligations. If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders, may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.86.08, the AdministratorIssuer’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee. Upon acceptance of appointment by a successor Indenture Trustee as provided in this Section 6.08, the Servicer shall mail notice of such succession hereunder to all Holders of Notes at their addresses as shown in the Note Register. If the Servicer fails to mail such notice within ten days after acceptance of appointment by the successor Indenture Trustee, the successor Indenture Trustee shall cause such notice to be mailed at the expense of the Servicer.

Replacement of Indenture Trustee. (a) No resignation or removal Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, may remove the Indenture TrusteeTrustee without cause by so notifying the Indenture Trustee and the Issuing Entity at least 30 days prior to the effective date of such removal, and no appointment of following such removal may appoint a successor Indenture Trustee, . The Issuing Entity shall become effective until the acceptance give prompt written notice to each Rating Agency of appointment by the successor Indenture Trustee pursuant to this Section 6.8such removal. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor Issuing Entity and the Noteholders with Servicer at least 60 days’ advance written notice30 days prior to the effective date of such resignation will thereafter deliver a copy of such notice to each Rating Agency. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer Issuing Entity shall remove the Indenture Trustee with 30 days prior written notice if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) a court having jurisdiction in the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge premises in respect of the Indenture Trustee in an involuntary case or its proceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs, provided any such decree or order shall have continued unstayed and in effect for a period of 30 consecutive days; or 43 (ivNALT 20[●]-[●] Indenture) (iii) the Indenture Trustee otherwise becomes incapable commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of acting. (b) If or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator or other similar official for the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties substantial part of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns ’s property, or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition makes any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the retiring Indenture Trustee.foregoing; or

Replacement of Indenture Trustee. (a) No The resignation or removal of the Indenture Trustee, Trustee and no the appointment of a successor Indenture Trustee, Trustee shall become effective until only upon the successor Indenture Trustee's acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. Section. (b) The Indenture Trustee may resign by giving at any time by providing least 30 days' prior written notice to the IssuerCompany, the Administrator, the Depositor Owner Trustee and the Noteholders with at least 60 days’ advance written noticeHolders of a majority in aggregate principal amount of the Outstanding Certificates. The Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling Class Outstanding Certificates may remove the Indenture Trustee without cause by notifying giving at least 30 days' prior written notice to the Indenture Trustee (with a copy to the IssuerTrustee, the Administrator, the Depositor Owner Trustee and the Rating Agencies) of such removal and, following such removal, Company and may appoint a successor Indenture Trustee with the Owner Trustee's and the Company's consent. The Issuer shall At such time as TRUST INDENTURE AND SECURITY AGREEMENT [N602SW] -43- 50 Series SWA 1995 Trust N602SW Certificates are Outstanding, the Owner Trustee may remove the Indenture Trustee if: (i1) the Indenture Trustee fails to comply with Section 6.119.09, fails to perform its payment obligations hereunder or otherwise fails to perform any of its material obligations hereunder; (ii2) the Indenture Trustee is adjudged to be a bankrupt or an insolvent; (iii3) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv4) the Indenture Trustee otherwise becomes incapable of acting. (bc) If the Indenture Trustee resigns or is removed removed, or if a vacancy exists in the office of Indenture Trustee for any reason (reason, Holders of a majority in aggregate principal amount of the Indenture Trustee in Certificates or, at such event being referred to herein time as the retiring Indenture Trustee)Series SWA 1995 Trust N602SW Certificates are Outstanding, the Administrator Owner Trustee, shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer Company, the Owner Trustee or the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling Class Outstanding Certificates may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (e) If the Indenture Trustee fails to comply with Section 6.119.09, any Noteholder Holder may petition any court of competent jurisdiction for the removal of the such Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the A successor Indenture Trustee pursuant shall deliver a written acceptance of its appointment to this Section 6.8the retiring Indenture Trustee, to the Company and to the Owner Trustee. Thereupon, the Administrator’s obligations under Section 6.7 shall continue for the benefit resignation or removal of the retiring Indenture TrusteeTrustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the retiring Indenture Trustee for which the successor Indenture Trustee is to be acting as Indenture Trustee under this Agreement. The retiring Indenture Trustee shall promptly transfer all property and all books and records relating to the administration of the Indenture Estate held by it as Indenture Trustee to the successor Indenture Trustee subject to the lien provided for in Section 9.06. The successor Indenture Trustee shall give notice of each appointment of a successor Indenture Trustee if there are Certificates Outstanding, by mailing written notice of such event by first-class mail to the Holders. (g) All provisions of this Section 9.07 except subparagraphs (b)(l) and (e) and the words "subject to the lien provided for in Section 9.06" in subparagraph (f) shall apply also to any Paying Agent.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing giving [30] days' written notice thereof to the Depositor, the Issuer, each Noteholder and each Rating Agency. As a condition to the Administratoreffectiveness of any such resignation, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders 15 calendar days prior to the effective date of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may remove such resignation, the Indenture Trustee without cause by notifying the Indenture Trustee shall provide (with a copy x) written notice to the IssuerDepositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, the Administrator, all information reasonably requested by the Depositor and in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Rating Agencies) resignation of such removal and, following such removal, may appoint a successor the Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . If the Indenture Trustee fails to fulfill its obligations under this Section 6.08 with respect to notice to the Depositor or Article XI of the Sale and Servicing Agreement, and such failure continues for the lesser of [10] calendar days or such period in which the applicable Exchange Act Report can be filed timely (b) without taking into account any extensions), the Depositor may terminate the Indenture Trustee. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee that satisfies the eligibility requirements of Section 6.11 and shall provide written notice to the Depositor of any successor pursuant to this Section. The resigning or removed Indenture Trustee agrees to cooperate with any successor Indenture Trustee ▇▇ ▇▇▇ecting the termination of the resigning or removed Indenture Trustee. (c) Any 's responsibilities and rights hereunder and shall promptly provide such successor Indenture Trustee all documents and records reasonably requested by it to enable it to assume the Indenture Trustee's functions hereunder. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator Issuer and shall provide to the Depositor, in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note a majority in Outstanding Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor Issuer and the Noteholders with at least 60 days’ advance written noticeEnhancer. The Holders Enhancer or the Noteholders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating AgenciesEnhancer (if given by such Noteholders) of such removal and, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (ia) the Indenture Trustee fails to comply with Section 6.11; (iib) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iiic) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (ivd) the Indenture Trustee otherwise becomes incapable of acting. (b) fulfilling its duties under the Basic Documents. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any Trustee with the consent of the Enhancer, which consent shall not be unreasonably withheld. In addition, the Indenture Trustee shall resign to avoid being directly or indirectly controlled by the Issuer. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, then the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Administrator’s Issuer's obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing giving [30] days' written notice thereof to the Depositor, the Issuer, each Noteholder and each Rating Agency. As a condition to the Administratoreffectiveness of any such resignation, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders 15 calendar days prior to the effective date of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may remove such resignation, the Indenture Trustee without cause by notifying the Indenture Trustee shall provide (with a copy x) written notice to the IssuerDepositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, the Administrator, all information reasonably requested by the Depositor and in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Rating Agencies) resignation of such removal and, following such removal, may appoint a successor the Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . If the Indenture Trustee fails to fulfill its obligations under this Section 6.08 with respect to notice to the Depositor or Article XI of the Sale and Servicing Agreement, and such failure continues for the lesser of [10] calendar days or such period in which the applicable Exchange Act Report can be filed timely (b) without taking into account any extensions), the Depositor may terminate the Indenture Trustee. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee that satisfies the eligibility requirements of Section 6.11 and shall provide written notice to the Depositor of any successor pursuant to this Section. The resigning or removed Indenture Trustee agrees to cooperate with any successor Indenture Trustee in e▇▇▇▇▇▇▇g the termination of the resigning or removed Indenture Trustee. (c) Any 's responsibilities and rights hereunder and shall promptly provide such successor Indenture Trustee all documents and records reasonably requested by it to enable it to assume the Indenture Trustee's functions hereunder. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator Issuer and shall provide to the Depositor, in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note a majority in Outstanding Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Inden- ture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders Noteholders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling Class Notes Outstanding may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer. Thereupon, if all sums due the Administrator and the Depositor. Upon delivery of such written acceptanceretiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling Class Notes Outstanding may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six (6) months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations of the Issuer and the Administrator under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No The resignation or -------------------------------- removal of the Indenture Trustee, Trustee and no the appointment of a successor Indenture Trustee, Trustee shall become effective until only upon the successor Indenture Trustee's acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. Section. (b) The Indenture Trustee may resign at any time by providing the Issuer, the Administrator, the Depositor and the Noteholders with giving at least 60 30 days’ advance ' prior written noticenotice to the Owner. The Holders A Majority in Interest of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Noteholders may remove the Indenture Trustee without cause by notifying giving at least 30 days' prior written notice to the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Owner and may appoint a successor Indenture TrusteeTrustee for such Equipment Notes with the Owner's consent. The Issuer shall Owner may remove the Indenture Trustee at any time no Indenture Default under Section 8.01(a), (e) or (f) or any Indenture Event of Default shall have occurred and be continuing, if the Owner determines in its reasonable business judgment that such removal would be appropriate or if: (i1) the Indenture Trustee fails to comply with Section 6.119.09; (ii2) the Indenture Trustee is adjudged to be a bankrupt or an insolvent;; [Trust Indenture and Mortgage (2001-1 747-1)] (iii3) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv4) the Indenture Trustee otherwise becomes incapable of acting. (bc) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Administrator Owner shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer Owner or the Holders a Majority in Interest of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Noteholders may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (e) If the Indenture Trustee fails to comply with Section 6.119.09, any Noteholder may petition any court of competent jurisdiction for the removal of the such Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the A successor Indenture Trustee pursuant shall deliver a written acceptance of its appointment to this Section 6.8the retiring Indenture Trustee and to the Owner. Thereupon, the Administrator’s obligations under Section 6.7 shall continue for the benefit resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the retiring Indenture Trustee for which the successor Indenture Trustee is to be acting as Indenture Trustee under this Agreement. The retiring Indenture Trustee shall promptly transfer all property and all books and records relating to the administration of the Indenture Estate held by it as Indenture Trustee to the successor Indenture Trustee. The Indenture Trustee shall give notice of each appointment of a successor Indenture Trustee to the Noteholders, by mailing written notice of such event by first- class mail to the Noteholders.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing giving thirty (30) days written notice to the Issuer, the Administrator, the Depositor Issuer and the Noteholders with at least 60 days’ advance written noticeRating Agencies. The Holders of Notes evidencing not less representing more than 5166 2/3% of the Note Balance of the Controlling Class Outstanding Amount may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor in writing and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer Administrator shall remove the Indenture Trustee upon written notice if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) the Indenture Trustee shall consent to the appointment of a conservator or receiver or other public officer takes charge liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Indenture Trustee or all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having the jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Indenture Trustee; or the Indenture Trustee shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statue, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) legally unable to act. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any . A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Servicer and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) , subject to the payment of any and all amounts then due and owing to the Indenture Trustee. If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less representing more than 5150% of the Note Balance of the Controlling Class Outstanding Amount may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s Issuer's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The Administrator shall notify the Rating Agencies of any replacement of the Indenture Trustee pursuant to this Section 6.8.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor Issuer and the Noteholders with at least 60 days’ advance written noticeEnhancer. The Enhancer or the Holders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating AgenciesEnhancer (if given by such Noteholders) of such removal and, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (ia) the Indenture Trustee fails to comply with Section 6.11; (iib) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iiic) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (ivd) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any Trustee with the consent of the Enhancer, which consent shall not be unreasonably withheld. In addition, the Indenture Trustee shall resign to avoid being directly or indirectly controlled by the Issuer. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, then the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Administrator’s Issuer's obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, the Master Servicer, and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer. The Credit Enhancer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class aggregate Outstanding Amount may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor at any time and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee reasonably acceptable to the Credit Enhancer by so notifying the Indenture Trustee, the Transferor, the Depositor, the Master Servicer, and the Credit Enhancer. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor reasonably acceptable to the Credit Enhancer if: (i) the Indenture Trustee fails to comply satisfy Section 6.08; (ii)an Insolvency Event occurs with Section 6.11; (ii) respect to the Indenture Trustee is adjudged to be bankrupt Trustee; or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within 60 days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor and the Credit Enhancer, shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders Noteholders of Notes evidencing not less than 51% of the a majority in Note Balance of the Controlling Note Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator Issuer and the Depositor. Upon delivery shall concurrently deliver a copy of such written acceptanceacceptance to each Swap Counterparty. There upon, if all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% of the a majority in Note Balance of the Controlling Note Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six (6) months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations of the Issuer and the Administrator under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. No termination of the Indenture Trustee without cause will be effective unless the costs and expenses of such Indenture Trustee have been reimbursed in connection with such removal. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% a majority of Note Balances of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . In addition, the Indenture Trustee will resign to avoid being directly or indirectly controlled by the Issuer. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% a majority of Note Balances of the Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the AdministratorIssuer’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No The resignation or removal of the Indenture Trustee, Trustee and no the appointment of a successor Indenture Trustee, Trustee shall become effective until only upon the successor Indenture Trustee's acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. Section. (b) The Indenture Trustee may resign by giving at any time by providing least 30 days' prior written notice to the IssuerCompany, the Administrator, the Depositor Owner Trustee and the Noteholders with at least 60 days’ advance written noticeHolders of a majority in aggregate principal amount of the Outstanding Certificates. The Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling Class Outstanding Certificates may remove the Indenture Trustee without cause by notifying giving at least 30 days' prior written notice to the Indenture Trustee (with a copy to the IssuerTrustee, the Administrator, the Depositor Owner Trustee and the Rating Agencies) of such removal and, following such removal, Company and may appoint a successor Indenture Trustee with the Owner Trustee's and the Company's consent. The Issuer shall At such time as TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -43- 50 Series SWA 1995 Trust N603SW Certificates are Outstanding, the Owner Trustee may remove the Indenture Trustee if: (i1) the Indenture Trustee fails to comply with Section 6.119.09, fails to perform its payment obligations hereunder or otherwise fails to perform any of its material obligations hereunder; (ii2) the Indenture Trustee is adjudged to be a bankrupt or an insolvent; (iii3) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv4) the Indenture Trustee otherwise becomes incapable of acting. (bc) If the Indenture Trustee resigns or is removed removed, or if a vacancy exists in the office of Indenture Trustee for any reason (reason, Holders of a majority in aggregate principal amount of the Indenture Trustee in Certificates or, at such event being referred to herein time as the retiring Indenture Trustee)Series SWA 1995 Trust N603SW Certificates are Outstanding, the Administrator Owner Trustee, shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer Company, the Owner Trustee or the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling Class Outstanding Certificates may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (e) If the Indenture Trustee fails to comply with Section 6.119.09, any Noteholder Holder may petition any court of competent jurisdiction for the removal of the such Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the A successor Indenture Trustee pursuant shall deliver a written acceptance of its appointment to this Section 6.8the retiring Indenture Trustee, to the Company and to the Owner Trustee. Thereupon, the Administrator’s obligations under Section 6.7 shall continue for the benefit resignation or removal of the retiring Indenture TrusteeTrustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the retiring Indenture Trustee for which the successor Indenture Trustee is to be acting as Indenture Trustee under this Agreement. The retiring Indenture Trustee shall promptly transfer all property and all books and records relating to the administration of the Indenture Estate held by it as Indenture Trustee to the successor Indenture Trustee subject to the lien provided for in Section 9.06. The successor Indenture Trustee shall give notice of each appointment of a successor Indenture Trustee if there are Certificates Outstanding, by mailing written notice of such event by first-class mail to the Holders. (g) All provisions of this Section 9.07 except subparagraphs (b)(l) and (e) and the words "subject to the lien provided for in Section 9.06" in subparagraph (f) shall apply also to any Paying Agent.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer. The Majority Noteholders or the Issuer, with the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% consent of the Note Balance of the Controlling Class Majority Noteholders, may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Agencies in writing and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or; (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (bv) the Indenture Trustee defaults in any of its obligations under the Transaction Documents and such default is not cured within 30 days after a Responsible Officer of the Indenture Trustee receives written notice of such default. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. No successor Indenture Trustee shall accept appointment as provided in this Section 6.08 unless at the time of such acceptance such Person shall be eligible under the provisions of Section 6.11. The successor Indenture Trustee shall mail a notice of its succession to Noteholders and the NoteholdersHedge Counterparties. The retiring Indenture Trustee shall promptly transfer all property (including all Indenture Collateral) held by it as Indenture Trustee to the successor Indenture Trustee. (d) Trustee and shall execute and deliver such instruments and such other documents as may reasonably be required to more fully and certainly vest and confirm in the successor Indenture Trustee all such rights, powers, duties and obligations. If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders, may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.86.08, the AdministratorIssuer’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee. Upon acceptance of appointment by a successor Indenture Trustee as provided in this Section 6.08, the Servicer shall mail notice of such succession hereunder to all Holders of Notes at their addresses as shown in the Note Register and the Hedge Counterparties at their addresses as shown on the register kept by the Issuer, as provided to the Indenture Trustee. If the Servicer fails to mail such notice within ten days after acceptance of appointment by the successor Indenture Trustee, the successor Indenture Trustee shall cause such notice to be mailed at the expense of the Servicer.

Replacement of Indenture Trustee. (a) No resignation or -------------------------------- removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders Noteholders of Notes evidencing not less than 51% a majority in Outstanding Amount of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: : (i) the Indenture Trustee fails to comply with Section 6.11; ; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolvent; Trustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.the

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, the Master Servicer[, and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer]. The [Credit Enhancer or the] Holders of Notes evidencing not less than 51% [51]% of the Note Balance of the Controlling Class aggregate Outstanding Amount may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor at any time and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee [reasonably acceptable to the Credit Enhancer] by so notifying the Indenture Trustee, the Transferor, the Depositor, [and] the Master Servicer[, and the Credit Enhancer]. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor [reasonably acceptable to the Credit Enhancer] if: (i) the Indenture Trustee fails to comply with satisfy Section 6.116.08; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its propertyTrustee; or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within [60] days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, [the Credit Enhancer,] or the Holders of not less than [51]% of the aggregate Outstanding Amount may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor [and the Credit Enhancer,] shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing giving 30 days’ written notice to the Issuer. Holders of a majority of the principal amount of the Outstanding Notes, upon delivery of notice of such removal to the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event with respect to the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its propertyoccurs; or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) legally unable to act. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . The Issuer shall furnish each Rating Agency with a copy of any notice of resignation or removal of a retiring Indenture Trustee pursuant to this Section promptly after receiving such notice, in the case of a resignation by a retiring Indenture Trustee, or delivering such notice, in the case of a removal of a retiring Indenture Trustee by the Issuer or Holders of a majority of the principal amount of the Outstanding Notes. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the DepositorIssuer. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Master Indenture. The successor Indenture Trustee shall mail a notice of its succession to all of the NoteholdersNoteholders and each Rating Agency. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% a majority of the Note Balance principal amount of the Controlling Class Outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the AdministratorIssuer’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing giving sixty (60) days prior written notice to the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Required Noteholders may remove the Indenture Trustee without cause and any or all of its agents by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee by giving sixty (60) days prior written notice to the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged shall consent to be bankrupt the appointment of a conservator or insolvent; (iii) a receiver or other public officer takes charge liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Indenture Trustee or all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Indenture Trustee; or the Indenture Trustee shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed removed, or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee, which successor shall be reasonably satisfactory to the Servicer. (cb) Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor indenture trustee as provided in this Section 6.08(b). (i) Any successor Indenture Trustee indenture trustee appointed as provided herein shall execute, acknowledge and deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, to the Administrator Issuer Loan Trustee, to the Servicer and the Depositor. Upon delivery of to its predecessor indenture trustee, as applicable, an instrument accepting such written acceptanceappointment hereunder, and thereupon the resignation or removal of the retiring Indenture Trustee predecessor indenture trustee shall become effective and the such successor Indenture Trustee indenture trustee, without any further act, deed or conveyance, shall have become fully vested with all the rights, powers powers, duties and duties obligations of the its predecessor hereunder, with like effect as if originally named as Indenture Trustee under this Indentureherein. The successor Indenture Trustee predecessor indenture trustee shall mail a notice of its succession deliver to the Noteholders. The retiring Indenture Trustee shall promptly transfer successor indenture trustee all documents or copies thereof and statements and all money and other property held by it hereunder; and the Issuer and the predecessor indenture trustee shall execute and deliver such instruments and do such other things as Indenture Trustee to may reasonably be required for fully and certainly vesting and confirming in the successor Indenture Trusteeindenture trustee all such rights, powers, duties and obligations. (dii) No successor indenture trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor indenture trustee shall be eligible under the provisions of Section 6.11. (iii) Upon acceptance of appointment by a successor indenture trustee as provided in this Section, such successor indenture trustee shall provide notice of such succession hereunder to all Noteholders, and the Servicer shall provide such notice to each Rating Agency. (c) If a successor Indenture Trustee does not take office within sixty thirty (6030) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% a majority of the Note Balance aggregate unpaid principal amount of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (d) If the Indenture Trustee fails ceases to comply be eligible in accordance with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the No Indenture Trustee pursuant to under this Section 6.8, the Administrator’s obligations under Section 6.7 Indenture shall continue be liable for the benefit any action or omission of the retiring Indenture Trusteeany successor indenture trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may resign at any time by providing so notifying the IssuerIssuer and the Depositor, the Administrator, and will provide all information reasonably requested by the Depositor and in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Noteholders with at least 60 days’ advance written noticeresignation of the Indenture Trustee. The Holders holders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the [Controlling Class Class] [Notes] may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the IssuerTrustee, the Administrator, Issuer and the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer Administrator shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . The Depositor may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section 3.7(e), Section 6.8 or Section 6.9 of the Indenture with respect to notice to or providing information to the Depositor, or with Article X of the Sale and Servicing Agreement, in each case if such failure continues for the lesser or 10 days or such period in which the applicable Exchange Act Report can be filed timely (b) without taking into account any extensions). If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture TrusteeTrustee and notify the Depositor of such appointment. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Thereupon, if all sums due the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceretiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders holders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the [Controlling Class Class] [Notes] may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six (6) months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations of the Issuer and the Administrator under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any time by providing the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 thirty (30) days’ advance prior written noticenotice by so notifying the Issuer (with a copy to each Noteholder, each Hedge Counterparty and each Rating Agency). The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may remove the Indenture Trustee without cause with thirty (30) days’ prior written notice by so notifying the Indenture Trustee (with a copy to the IssuerTrustee, the Administrator, the Depositor Diversified and the Rating Agencies) of such removal and, following such removal, Hedge Counterparties and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If no Default or Event of Default has occurred and is continuing, and the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor replacement indenture trustee with the consent of the Majority Noteholders and of the Majority Hedge Counterparties (in either case, such consent not to be unreasonably withheld, conditioned, or delayed) as soon as reasonably practicable, but in any event within thirty (30) days following such event; provided that if the Issuer shall not have appointed a replacement indenture trustee by the end of such thirty (30) day period other than as a result of the failure of the Majority Noteholders or the Majority Hedge Counterparties to have reasonably consented, the Majority Noteholders shall have the right to appoint the replacement with the consent of the Issuer and of the Majority Hedge Counterparties (in either case, such consent not to be unreasonably withheld, conditioned, or delayed), and the Issuer shall notify Diversified and each Rating Agency of such appointment. If a Default or Event of Default has occurred and is continuing, any replacement of the Indenture TrusteeTrustee hereunder shall be done by the Majority Noteholders. (c) Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator each Noteholder, and the Depositoreach Hedge Counterparty. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders and the NoteholdersHedge Counterparties. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty thirty (6030) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% Majority Noteholders may, at the expense of the Note Balance of the Controlling Class may Issuer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder or any Hedge Counterparty may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the AdministratorIssuer’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, the Master Servicer, and the Noteholders with at least 60 days’ advance written noticeCredit Enhancer. The Credit Enhancer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class aggregate Outstanding Amount may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor at any time and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee reasonably acceptable to the Credit Enhancer by so notifying the Indenture Trustee, the Transferor, the Depositor, the Master Servicer, and the Credit Enhancer. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor reasonably acceptable to the Credit Enhancer if: : (i) the Indenture Trustee fails to comply with satisfy Section 6.11; 6.08; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt Trustee; or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within 60 days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor and the Credit Enhancer, shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No The resignation or removal of the Indenture Trustee, Trustee and no the appointment of a successor Indenture Trustee, Trustee shall become effective until only upon the successor Indenture Trustee's acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. Section. (b) The Indenture Trustee may resign by giving at any time by providing least 30 days' prior written notice to the IssuerCompany, the Administrator, the Depositor Owner Trustee and the Noteholders with at least 60 days’ advance written noticeHolders of a majority in aggregate principal amount of the Outstanding Certificates. The Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling Class Outstanding Certificates may remove the Indenture Trustee without cause by notifying giving at least 30 days' prior written notice to the Indenture Trustee (with a copy to the IssuerTrustee, the Administrator, the Depositor Owner Trustee and the Rating Agencies) of such removal and, following such removal, Company and may appoint a successor Indenture Trustee with the Owner Trustee's and the Company's consent. The Issuer shall At such time as Series SWA 1995 Trust N396SW Certificates are Outstanding, the Owner Trustee may remove the Indenture Trustee if: (i1) the Indenture Trustee fails to comply with Section 6.119.09, fails to perform its payment obligations hereunder or otherwise fails to perform any of its material obligations hereunder; (ii2) the Indenture Trustee is adjudged to be a bankrupt or an insolvent; (iii3) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv4) the Indenture Trustee otherwise becomes incapable of acting. (bc) If the Indenture Trustee resigns or is removed removed, or if a vacancy exists in the office of Indenture Trustee for any reason (reason, Holders of a majority in aggregate principal amount of the Indenture Trustee in Certificates or, at such event being referred to herein time as the retiring Indenture Trustee)Series SWA 1995 Trust N396SW Certificates are Outstanding, the Administrator Owner Trustee, shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -47- 54 Company, the Owner Trustee or the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling Class Outstanding Certificates may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (e) If the Indenture Trustee fails to comply with Section 6.119.09, any Noteholder Holder may petition any court of competent jurisdiction for the removal of the such Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the A successor Indenture Trustee pursuant shall deliver a written acceptance of its appointment to this Section 6.8the retiring Indenture Trustee, to the Company and to the Owner Trustee. Thereupon, the Administrator’s obligations under Section 6.7 shall continue for the benefit resignation or removal of the retiring Indenture TrusteeTrustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the retiring Indenture Trustee for which the successor Indenture Trustee is to be acting as Indenture Trustee under this Agreement. The retiring Indenture Trustee shall promptly transfer all property and all books and records relating to the administration of the Indenture Estate held by it as Indenture Trustee to the successor Indenture Trustee subject to the lien provided for in Section 9.06. The successor Indenture Trustee shall give notice of each appointment of a successor Indenture Trustee if there are Certificates Outstanding, by mailing written notice of such event by first-class mail to the Holders. (g) All provisions of this Section 9.07 except subparagraphs (b)(l) and (e) and the words "subject to the lien provided for in Section 9.06" in subparagraph (f) shall apply also to any Paying Agent.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written noticeNoteholders. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer's and the Administrator’s 's obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying in writing the Issuer. The Majority Holders or the Issuer, with the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders of Notes evidencing not less than 51% consent of the Note Balance of the Controlling Class Majority Holders, may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Agency in writing and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or; (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (bv) the Indenture Trustee defaults in any of its obligations under the Transaction Documents and such default is not cured within thirty (30) days after an Authorized Officer of the Indenture Trustee receives written notice of such default. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. No successor Indenture Trustee shall accept appointment as provided in this Section 6.08 unless at the time of such acceptance such Person shall be eligible under the provisions of Section 6.11. The successor Indenture Trustee shall mail a notice of its succession to the NoteholdersHolders. The retiring Indenture Trustee shall promptly transfer all property (including all Indenture Collateral) held by it as Indenture Trustee to the successor Indenture Trustee. (d) Trustee and shall execute and deliver such instruments and such other documents as may reasonably be required to more fully and certainly vest and confirm in the successor Indenture Trustee all such rights, powers, duties and obligations. If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder Holder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.86.08, the AdministratorIssuer’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Administrator and the Noteholders Noteholders, and will provide all information reasonably requested by the Transferor in order to comply with at least 60 days’ advance written noticeits reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance Majority Noteholders of the Controlling Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to Trustee, the Issuer, the Administrator, Transferor and the Depositor and Administrator (who shall notify the Rating Agencies) of such removal and, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) the Indenture Trustee is adjudged an Insolvency Event occurs with respect to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) The Transferor may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section 3.07(f), 6.08 or 6.09 with respect to notice to or providing information to the Transferor, or with Article Seven of the 2013-A Exchange Note Supplement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Transferor and the Administrator and shall also provide all information reasonably requested by the DepositorTransferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance Majority Noteholders of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing giving [30] days' written notice thereof to the Depositor, the Issuer, each Noteholder and each Rating Agency. As a condition to the Administratoreffectiveness of any such resignation, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders 15 calendar days prior to the effective date of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may remove such resignation, the Indenture Trustee without cause by notifying the Indenture Trustee shall provide (with a copy x) written notice to the IssuerDepositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, the Administrator, all information reasonably requested by the Depositor and in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Rating Agencies) resignation of such removal and, following such removal, may appoint a successor the Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . If the Indenture Trustee fails to fulfill its obligations under this Section 6.08 with respect to notice to the Depositor or Article [XI] of the Sale and Servicing Agreement, and such failure continues for the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (b) without taking into account any extensions), the Depositor may terminate the Indenture Trustee. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee that satisfies the eligibility requirements of Section 6.11 and shall provide written notice to the Depositor of any successor pursuant to this Section. The resigning or removed Indenture ▇▇▇▇▇▇▇ agrees to cooperate with any successor Indenture Trustee in effecting the termination of the resigning or removed Indenture Trustee. (c) Any 's responsibilities and rights hereunder and shall promptly provide such successor Indenture Trustee all documents and records reasonably requested by it to enable it to assume the Indenture Trustee's functions hereunder. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator Issuer and shall provide to the Depositor, in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note a majority in Outstanding Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Trustee. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the AdministratorTransferor, the Depositor Depositor, and the Noteholders with at least 60 days’ advance written noticeMaster Servicer. The Holders of Notes evidencing not less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling Class all Classes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuerat any time, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may Issuer shall then appoint a successor Indenture Trustee by so notifying the Indenture Trustee, the Transferor, the Depositor, and the Master Servicer. The Issuer (and if the Issuer fails to do so, the Transferor) shall remove the Indenture Trustee and appoint a successor if: (i) the Indenture Trustee fails to comply with satisfy Section 6.116.08; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (biv) If during the period in which the Depositor is required to file Exchange Act reports with respect to the Trust, the Indenture Trustee resigns fails to comply with its obligations under the last sentence of Section 6.01 of the Sale and Servicing Agreement, Article VII of the Sale and Servicing Agreement, the preceding paragraph, or Section 6.12 and that failure is removed not remedied within the lesser of 10 calendar days or if the period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions). As a vacancy exists in condition to the office effectiveness of a resignation by the Indenture Trustee for any reason (Trustee, at least 15 calendar days before the effective date of that resignation, the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. must provide (cx) Any successor Indenture Trustee shall deliver a written acceptance of its appointment notice to the retiring Indenture Trustee, the Issuer, the Administrator Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor. Upon delivery , all information reasonably requested by the Depositor in order to comply with the Depositor's reporting obligation under Item 6.02 of such written acceptance, Form 8-K with respect to the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with satisfy Section 6.116.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Notwithstanding . If a successor Indenture Trustee does not take office within 60 days after the replacement retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Transferor, the Depositor, the Master Servicer, or the Holders of not less than 51% of the aggregate Outstanding Amount of all Classes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee pursuant to this Section 6.8resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Administrator’s obligations under Section 6.7 Issuer, with the approval of the Transferor, shall continue promptly appoint a successor Indenture Trustee for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may resign at any time by providing the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders holders of Notes evidencing not less than 51% of the Note Balance a majority in principal amount of the Controlling Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or; (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (bv) the Indenture Trustee breaches any representation, warranty or covenant made by it under any Basic Document. The Indenture Trustee may resign at any time by giving 30 days’ written notice to the Issuer. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer. Thereupon, if all sums due the Administrator and the Depositor. Upon delivery of such written acceptanceretiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective and effective, the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this IndentureIndenture and the resigning Indenture Trustee shall be relieved of all of its obligations hereunder. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders holders of Notes evidencing not less than 51% of a majority in the Note Balance Outstanding Amount of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six (6) months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations of the Issuer under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may resign at any time by providing the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders holders of Notes evidencing not less than 51% of the Note Balance a majority in principal amount of the Controlling Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolventTrustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or; (iv) the Indenture Trustee otherwise becomes incapable of acting.; or (bv) the Indenture Trustee breaches any representation, warranty or covenant made by it under any Basic Document. The Indenture Trustee may resign at any time by giving 30 days' written notice to the Issuer. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer. Thereupon, if all sums due the Administrator and the Depositor. Upon delivery of such written acceptanceretiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective and effective, the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this IndentureIndenture and the resigning Indenture Trustee shall be relieved of all of its obligations hereunder. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee 34 Indenture 2007-1 shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders holders of Notes evidencing not less than 51% of a majority in the Note Balance Outstanding Amount of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six (6) months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations of the Issuer under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders holders of Notes evidencing not less than 51% of the Note Balance a majority of the Controlling Class of Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) The Servicer may remove the Indenture Trustee at any time and from time to time by giving written notice of such removal to the Indenture Trustee if any of the following events or circumstances occurs at any time (such notice to be sent at least thirty days prior to the date of removal in the case of clause (v) below): (i) the Indenture Trustee shall be legally unable to act; or (ii) the Indenture Trustee shall be adjudged a bankrupt or insolvent; or (iii) a receiver of the Indenture Trustee or of its property shall be appointed; or (iv) any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (v) the Indenture Trustee shall fail to perform, as determined by the Servicer in its sole discretion, any of the Indenture Trustee's duties or responsibilities under this Agreement or any Supplement in a manner and at a cost that is satisfactory to the Servicer. If the Indenture Trustee resigns or is removed by the Issuer, the Servicer or by the holders of a majority of the Controlling Class of Notes (and the holders of a majority of the Controlling Class of Notes shall not have appointed a successor Indenture Trustee and such successor Indenture Trustee shall not have accepted its appointment as set forth below within 30 days after the Indenture Trustee shall have been removed by the holders of a majority of the Controlling Class of Notes), or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in the event of any such event resignation, removal or vacancy being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly promptly, upon payment of its charges, transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) Trustee If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders holders of Notes evidencing not less than 51% of the Note Balance a majority of the Controlling Class of Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Administrator’s Issuer's obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.10. The Indenture Trustee may resign at any time resign by providing the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance giving written notice. The Holders notice of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy such resignation to the Issuer, the AdministratorCo-Trustee and to the Holders of Convertible Bonds. Upon receiving such notice of resignation, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee trustee by written instrument, in triplicate, executed by order of the Board of Directors, one copy of which instrument shall deliver a written acceptance of its appointment be delivered to the retiring resigning Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee one copy to the successor Indenture trustee and one copy to the Co-Trustee. (d) . If a no successor Indenture Trustee does not take office within trustee shall have been so appointed and have accepted appointment sixty (60) days after the retiring mailing of such notice of resignation to the Bondholders, the resigning Indenture Trustee resigns or is removedmay, upon ten (10) Business Days’ notice to the Issuer, the retiring Indenture TrusteeCo-Trustee and the Bondholders, appoint a successor identified in such notice or may petition, at the Issuer or the Holders of Notes evidencing not less than 51% expense of the Note Balance of the Controlling Class may petition Issuer, any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11trustee, or, any Noteholder may Bondholder who has been a bona fide Holder of a Convertible Bond or Convertible Bonds for at least six (6) months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.86.10, the AdministratorIssuer’s obligations under Section 6.7 Sections 6.05 and 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee acceptable to the Insurer pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing so notifying the IssuerIssuer and the Insurer. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Administrator, Indenture Trustee shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Noteholders Depositor, all information reasonably requested by the Depositor in order to comply with at least 60 days’ advance written noticeits reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Indenture Trustee. The Insurer or the Holders of Notes evidencing not less than 51% a majority in Outstanding Amount of the Note Balance Class A Notes (with the prior written consent of the Controlling Class Insurer) may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating AgenciesInsurer (if given by such Noteholders) of such removal and, following such removal, and may appoint a successor Indenture TrusteeTrustee acceptable to the Insurer. The Issuer shall (with the prior written consent of the Insurer) remove the Indenture Trustee if: (ia) the Indenture Trustee fails to comply with Section 6.116.11 below; (iib) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iiic) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (ivd) the Indenture Trustee otherwise becomes incapable of acting. (b) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any Trustee with the consent of the Insurer, which consent shall not be unreasonably withheld. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator Issuer and shall provide to the Depositor, in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% a majority in Outstanding Amount of the Note Balance of the Controlling Class A Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.116.11 below, any Noteholder may (with the consent of the Insurer) petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the AdministratorIssuer’s obligations under Section 6.7 above shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8Section. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders Noteholders, and will provide all information reasonably requested by the Depositor in order to comply with at least 60 days’ advance written noticeits reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . The Depositor may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section 3.07(e), Section 6.08 or Section 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser or 10 days or such period in which the applicable Exchange Act Report can be timely filed (b) without taking into account any extensions). If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture TrusteeTrustee and notify the Depositor such appointment. (cb) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator Issuer and the DepositorDepositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Issuer’s and the Administrator’s obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No The resignation or removal of the Indenture Trustee, Trustee and no the appointment of a successor Indenture Trustee, Trustee shall become effective until only upon the successor Indenture Trustee's acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section 6.8. Section. (b) The Indenture Trustee may resign by giving at any time by providing least 30 days' prior written notice to the IssuerCompany, the Administrator, the Depositor Owner Trustee and the Noteholders with at least 60 days’ advance written noticeHolders of a majority in aggregate principal amount of the Outstanding Certificates. The Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling Class Outstanding Certificates may remove the Indenture Trustee without cause by notifying giving at least 30 days' prior written notice to the Indenture Trustee (with a copy to the IssuerTrustee, the Administrator, the Depositor Owner Trustee and the Rating Agencies) of such removal and, following such removal, Company and may appoint a successor Indenture Trustee with the Owner Trustee's and the Company's consent. The Issuer shall At such time as Series SWA TRUST INDENTURE AND SECURITY AGREEMENT [N620SW] -44- 51 1996 Trust N620SW Certificates are Outstanding, the Owner Trustee may remove the Indenture Trustee if: (i1) the Indenture Trustee fails to comply with Section 6.119.09, fails to perform its payment obligations hereunder or otherwise fails to perform any of its material obligations hereunder; (ii2) the Indenture Trustee is adjudged to be a bankrupt or an insolvent; (iii3) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv4) the Indenture Trustee otherwise becomes incapable of acting. (bc) If the Indenture Trustee resigns or is removed removed, or if a vacancy exists in the office of Indenture Trustee for any reason (reason, Holders of a majority in aggregate principal amount of the Indenture Trustee in Certificates or, at such event being referred to herein time as the retiring Indenture Trustee)Series SWA 1996 Trust N620SW Certificates are Outstanding, the Administrator Owner Trustee, shall promptly appoint a successor Indenture Trustee. (c) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within sixty (60) 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer Company, the Owner Trustee or the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling Class Outstanding Certificates may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (e) If the Indenture Trustee fails to comply with Section 6.119.09, any Noteholder Holder may petition any court of competent jurisdiction for the removal of the such Indenture Trustee and the appointment of a successor Indenture Trustee. (ef) Notwithstanding the replacement of the A successor Indenture Trustee pursuant shall deliver a written acceptance of its appointment to this Section 6.8the retiring Indenture Trustee, to the Company and to the Owner Trustee. Thereupon, the Administrator’s obligations under Section 6.7 shall continue for the benefit resignation or removal of the retiring Indenture TrusteeTrustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the retiring Indenture Trustee for which the successor Indenture Trustee is to be acting as Indenture Trustee under this Agreement. The retiring Indenture Trustee shall promptly transfer all property and all books and records relating to the administration of the Indenture Estate held by it as Indenture Trustee to the successor Indenture Trustee subject to the lien provided for in Section 9.06. The successor Indenture Trustee shall give notice of each appointment of a successor Indenture Trustee if there are Certificates Outstanding, by mailing written notice of such event by first-class mail to the Holders. (g) All provisions of this Section 9.07 except subparagraphs (b)(l) and (e) and the words "subject to the lien provided for in Section 9.06" in subparagraph (f) shall apply also to any Paying Agent.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders Noteholders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor if given by such Noteholders) and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. Unless a Servicer Default has occurred and is continuing, the appointment of any successor Indenture Trustee shall be subject to the prior written approval of the Servicer. The Issuer shall remove the Indenture Trustee if: (ia) the Indenture Trustee fails to comply with Section 6.11; (iib) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iiic) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (ivd) the Indenture Trustee otherwise becomes incapable of acting. (b) fulfilling its duties under the Basic Documents. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any , which consent shall not be unreasonably withheld. In addition, the Indenture Trustee shall resign to avoid being directly or indirectly controlled by the Issuer. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, then the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Administrator’s Issuer's obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.86.08. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Administrator, the Depositor and the Noteholders with at least 60 days’ advance written notice. The Holders Noteholders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor if given by such Noteholders) and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. Unless a Servicer Default has occurred and is continuing, the appointment of any successor Indenture Trustee shall be subject to the prior written approval of the Servicer. The Issuer shall remove the Indenture Trustee if: (ia) the Indenture Trustee fails to comply with Section 6.11; (iib) the Indenture Trustee is adjudged to be a bankrupt or insolvent; (iiic) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (ivd) the Indenture Trustee otherwise becomes incapable of acting. (b) fulfilling its duties under the Basic Documents. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee. (c) Any . In addition, the Indenture Trustee shall resign to avoid being directly or indirectly controlled by the Issuer. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer, the Administrator and the Depositor. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within sixty (60) 60 days after the retiring Indenture Trustee resigns or is removed, then the retiring Indenture Trustee, the Issuer or the Holders Noteholders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) . Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8Section, the Administrator’s Issuer's obligations under Section 6.7 6.07 shall continue for the benefit of the retiring Indenture Trustee.