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, will become effective until the acceptance of appointment by the successor Indenture Trustee under this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for the Indenture Trustee; or (iii) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On delivery of the acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 2015-B Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8Section. Subject to the preceding sentence, the The Indenture Trustee may resign at any time (with 30 days prior notice) by so notifying the Issuer, the Transferor, the Administrator and the Noteholders, and will provide all information reasonably requested by the Transferor 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 Majority Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by so notifying (with 30 days prior notice) the Indenture Trustee Trustee, the Issuer, the Transferor and the Issuer Administrator (who shall notify the Rating Agencies) and may appoint a successor Indenture Trustee. (b) . The Issuer must shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or Trustee or (iii) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as acting. (b) The Transferor may remove the Indenture TrusteeTrustee 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 2018-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 reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. (d) Any Trustee. A successor Indenture Trustee will shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Administrator and shall also provide all information reasonably requested by the Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture AdministratorTrustee. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (ed) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Noteholders of a majority 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. (fe) 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 retiring Indenture Trustee under pursuant to this Section 6.8Section, any obligations of the Issuer Issuer’s and the Indenture Administrator owing to the retiring Indenture Trustee Administrator’s obligations under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or (iii) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On Upon delivery of the such acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those such amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 20152012-B A Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8Section. Subject to the preceding sentence, the The Indenture Trustee may resign at any time (with 30 days prior notice) by so notifying the Issuer, the Transferor, the Administrator and the Noteholders, and will provide all information reasonably requested by the Transferor 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 Majority Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by so notifying (with 30 days’ prior written notice) the Indenture Trustee Trustee, the Issuer, the Transferor and the Issuer Administrator (who shall notify the Rating Agencies) and may appoint a successor Indenture Trustee. (b) . The Issuer must shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or Trustee or (iii) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as acting. (b) The Transferor may remove the Indenture TrusteeTrustee 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 2024-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 reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. (d) Any Trustee. A successor Indenture Trustee will shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Administrator and shall also provide all information reasonably requested by the Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture AdministratorTrustee. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (ed) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Noteholders of a majority 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. (fe) 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 retiring Indenture Trustee under pursuant to this Section 6.8Section, any obligations of the Issuer Issuer’s and the Indenture Administrator owing to the retiring Indenture Trustee Administrator’s obligations under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or (iii) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On Upon delivery of the such acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those such amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 20152013-B Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or (iii) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On Upon delivery of the such acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those such amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 20152012-B Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of the Controlling Class Notes may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or (iii) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On Upon delivery of the such acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and obligations of the Indenture Trustee under this IndentureIndenture and each Indenture Supplement. 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 those such amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 2015-B Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under this Section 6.8. Subject to the preceding sentence, the The Indenture Trustee may resign at any time by notifying providing written notice of its resignation to the Issuer. The Noteholders of 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 and the Issuer and Owner Trustee in writing. The Administrator may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (ia) the Indenture Trustee fails to comply with Section 6.11; 35 (NAROT 2016-B Indenture) (b) the Indenture Trustee is adjudged a bankrupt or insolvent; (iic) an Insolvency Event occurs for a receiver or other public officer takes charge of the Indenture TrusteeTrustee or its property; or (iiid) the Indenture Trustee otherwise becomes legally unable to act or otherwise practically incapable of acting as Indenture Trustee. (c) fulfilling its duties hereunder. 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 Servicer shall promptly appoint a successor Indenture Trustee. The successor Indenture Trustee shall pay all reasonable costs and expenses incurred in connection with removing and replacing the Indenture Trustee for any reasona series of Notes and transferring the predecessor Indenture Trustee’s duties and obligations to the successor Indenture Trustee. To the extent not paid by the successor Indenture Trustee, the Issuer must appoint Administrator shall pay all reasonable costs and expenses incurred in connection with removing and replacing the Indenture Trustee for a series of Notes and transferring the predecessor Indenture Trustee’s duties and obligations to the successor Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee promptly. (d) Any shall become effective until the acceptance of appointment by the successor Indenture Trustee will pursuant to this Section 6.08. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Servicer, the Owner Trustee and the Indenture Administrator. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders and the Certificateholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) . If a successor Indenture Trustee does not take office within 60 30 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer Administrator or the Noteholders Holders of 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. (f) . If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may at any time thereafter petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8Section, any obligations of the Issuer Issuer’s and the Indenture Administrator owing to the retiring Indenture Trustee Administrator’s obligations under Section 6.7 will 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8Section. Subject to the preceding sentence, the The Indenture Trustee may resign at any time (with 30 days prior notice) by so notifying the Issuer, the Transferor, the Administrator and the Noteholders, and will provide all information reasonably requested by the Transferor 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 Majority Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by so notifying (with 30 days prior notice) the Indenture Trustee Trustee, the Issuer, the Transferor and the Issuer Administrator (who shall notify the Rating Agencies) and may appoint a successor Indenture Trustee. (b) . The Issuer must shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or Trustee or (iii) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as acting. (b) The Transferor may remove the Indenture TrusteeTrustee 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 201_-[__] 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 reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. (d) Any Trustee. A successor Indenture Trustee will shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Administrator and shall also provide all information reasonably requested by the Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture AdministratorTrustee. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (ed) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Noteholders of a majority 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. (fe) 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 retiring Indenture Trustee under pursuant to this Section 6.8Section, any obligations of the Issuer Issuer’s and the Indenture Administrator owing to the retiring Indenture Trustee Administrator’s obligations under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iiiiv) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On Upon delivery of the such acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those such amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 20152011-B A Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for the Indenture Trustee; or (iii) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On delivery of the acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 2015-B A Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8Section. Subject to the preceding sentence, the The Indenture Trustee may resign at any time (with 30 days prior notice) by so notifying the Issuer, the Transferor, the Administrator and the Noteholders, and will provide all information reasonably requested by the Transferor 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 Majority Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by so notifying (with 30 days’ prior written notice) the Indenture Trustee Trustee, the Issuer, the Transferor and the Issuer Administrator (who shall notify the Rating Agencies) and may appoint a successor Indenture Trustee. (b) . The Issuer must shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or Trustee or (iii) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as acting. (b) The Transferor may remove the Indenture TrusteeTrustee 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 2023-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 reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. (d) Any Trustee. A successor Indenture Trustee will shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Administrator and shall also provide all information reasonably requested by the Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture AdministratorTrustee. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (ed) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Noteholders of a majority 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. (fe) 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 retiring Indenture Trustee under pursuant to this Section 6.8Section, any obligations of the Issuer Issuer’s and the Indenture Administrator owing to the retiring Indenture Trustee Administrator’s obligations under Section 6.7 will 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8Section. Subject to the preceding sentence, the The Indenture Trustee may resign at any time (with 30 days prior notice) by so notifying the Issuer, the Transferor, the Administrator and the Noteholders, and will provide all information reasonably requested by the Transferor 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 Majority Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by so notifying (with 30 days’ prior written notice) the Indenture Trustee Trustee, the Issuer, the Transferor and the Issuer Administrator (who shall notify the Rating Agencies) and may appoint a successor Indenture Trustee. (b) . The Issuer must shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or Trustee or (iii) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as acting. (b) The Transferor may remove the Indenture TrusteeTrustee 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 2020-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 reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. (d) Any Trustee. A successor Indenture Trustee will shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Administrator and shall also provide all information reasonably requested by the Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture AdministratorTrustee. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (ed) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Noteholders of a majority 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. (fe) 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 retiring Indenture Trustee under pursuant to this Section 6.8Section, any obligations of the Issuer Issuer’s and the Indenture Administrator owing to the retiring Indenture Trustee Administrator’s obligations under Section 6.7 will 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8Section. Subject to the preceding sentence, the The Indenture Trustee may resign at any time (with 30 days prior notice) by so notifying the Issuer, the Transferor, the Administrator and the Noteholders, and will provide all information reasonably requested by the Transferor 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 Majority Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by so notifying (with 30 days’ prior written notice) the Indenture Trustee Trustee, the Issuer, the Transferor and the Issuer Administrator (who shall notify the Rating Agencies) and may appoint a successor Indenture Trustee. (b) . The Issuer must shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or Trustee or (iii) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as acting. (b) The Transferor may remove the Indenture TrusteeTrustee 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 2020-B 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 reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. (d) Any Trustee. A successor Indenture Trustee will shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Administrator and shall also provide all information reasonably requested by the Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture AdministratorTrustee. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (ed) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Noteholders of a majority 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. (fe) 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 retiring Indenture Trustee under pursuant to this Section 6.8Section, any obligations of the Issuer Issuer’s and the Indenture Administrator owing to the retiring Indenture Trustee Administrator’s obligations under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under this Section 6.8. Subject to the preceding sentence, the The Indenture Trustee may resign at any time upon 30 days’ prior written notice by so notifying the Issuer. The Noteholders Holders of a majority in Outstanding Amount of the Note Balance Environmental Control Bonds of the Controlling Class all Series may remove the Indenture Trustee without cause by so notifying the Issuer and the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) . The Issuer must shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for the Indenture Trustee; orTrustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; (iv) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as Indenture Trusteeacting. (cv) the Indenture Trustee fails to provide to the Issuer any information reasonably requested by the Issuer pertaining to the Indenture Trustee and necessary for the Issuer to comply with its reporting obligations under the Exchange Act and Regulation AB and such failure is not resolved to the Issuer’s and the Indenture Trustee’s mutual satisfaction within a reasonable period of time. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reasonreason (the Indenture Trustee in such event being referred to herein as the “Retiring Indenture Trustee”), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. (d) Any Trustee. A successor Indenture Trustee will shall deliver a written acceptance of its appointment to the retiring Retiring Indenture Trustee, Trustee and to the Issuer and the Indenture AdministratorIssuer. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 No resignation or removal of the Indenture Trustee pursuant to this Section 6.08 shall become effective until all those amounts are paidthe acceptance of the appointment by a successor Indenture Trustee. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesEnvironmental Control Bondholders. The retiring Retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) . If a successor Indenture Trustee does not take office within 60 days after the retiring Retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Retiring Indenture Trustee, the Issuer or the Noteholders Holders of a majority in Outstanding Amount of the Note Balance Environmental Control Bonds of the Controlling Class all Series may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) . If the Indenture Trustee fails to comply with Section 6.11, any Environmental Control Bondholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. The Issuer shall promptly furnish written notification of the appointment of any successor Indenture Trustee pursuant to this Section 6.08 to each of the Rating Agencies. The Issuer shall be responsible for payment of the expenses of any resignation or removal of the Indenture Trustee. Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.86.08, any the Issuer’s obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will 6.07 shall continue for the benefit of the retiring 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.86.08. Subject to the preceding sentence, the The Indenture Trustee may resign at any time by so notifying the IssuerIssuer and (if the Security Insurer is the Controlling Party) the Security Insurer. The Noteholders Holders of a majority in Outstanding Amount of the Note Balance Notes may, with the consent of the Controlling Class may Party, remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) . The Issuer must shall, with the consent of the Controlling Party, and at the request of the Controlling Party, remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for the Indenture TrusteeTrustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iiiiv) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (c) acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. acceptable (dif the Security Insurer is the Controlling Party) Any to the Security Insurer. If the Issuer fails to appoint such a successor Indenture Trustee will and the Security Insurer is the Controlling Party, the Security Insurer may appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer and the Indenture AdministratorIssuer. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and obligations of the Indenture Trustee under this Indenture. The Issuer will continue to pay retiring Indenture Trustee shall be paid all amounts owed to the retiring Indenture Trustee in accordance with Sections 6.7 and 8.2 following the retiring Indenture Trustee’s it upon its resignation or removal until all those amounts are paidremoval. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) . The retiring Indenture Trustee shall not be liable for the acts or omissions of any Successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Security Insurer (if the Security Insurer is the Controlling Party), the Issuer or the Noteholders Holders of 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. (f) . 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. Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8Section, any obligations of the Issuer Issuer's and the Indenture Administrator owing to the retiring Indenture Trustee Administrator's obligations under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under this Section 6.8. Subject to the preceding sentence, the The Indenture Trustee may resign at any time by notifying providing written notice of its resignation to the Issuer. The Noteholders of 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 and the Issuer and Owner Trustee in writing. The Administrator may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (ia) the Indenture Trustee fails to comply with Section 6.11; 34 (Nissan 2015-B Indenture) (b) the Indenture Trustee is adjudged a bankrupt or insolvent; (iic) an Insolvency Event occurs for a receiver or other public officer takes charge of the Indenture TrusteeTrustee or its property; or (iiid) the Indenture Trustee otherwise becomes legally unable to act or otherwise practically incapable of acting as Indenture Trustee. (c) fulfilling its duties hereunder. 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 Servicer shall promptly appoint a successor Indenture Trustee. The successor Indenture Trustee shall pay all reasonable costs and expenses incurred in connection with removing and replacing the Indenture Trustee for any reasona series of Notes and transferring the predecessor Indenture Trustee’s duties and obligations to the successor Indenture Trustee. To the extent not paid by the successor Indenture Trustee, the Issuer must appoint Administrator shall pay all reasonable costs and expenses incurred in connection with removing and replacing the Indenture Trustee for a series of Notes and transferring the predecessor Indenture Trustee’s duties and obligations to the successor Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee promptly. (d) Any shall become effective until the acceptance of appointment by the successor Indenture Trustee will pursuant to this Section 6.08. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Servicer, the Owner Trustee and the Indenture Administrator. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders and the Certificateholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) . If a successor Indenture Trustee does not take office within 60 30 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer Administrator or the Noteholders Holders of 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. (f) . If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may at any time thereafter petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8Section, any obligations of the Issuer Issuer’s and the Indenture Administrator owing to the retiring Indenture Trustee Administrator’s obligations under Section 6.7 will 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8Section. Subject to the preceding sentence, the The Indenture Trustee may resign at any time (with 30 days prior notice) by so notifying the Issuer, the Transferor, the Administrator and the Noteholders, and will provide all information reasonably requested by the Transferor 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 Majority Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by so notifying (with 30 days prior notice) the Indenture Trustee Trustee, the Issuer, the Transferor and the Issuer Administrator (who shall notify the Rating Agencies) and may appoint a successor Indenture Trustee. (b) . The Issuer must shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or Trustee or (iii) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as acting. (b) The Transferor may remove the Indenture TrusteeTrustee 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 2016-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 reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. (d) Any Trustee. A successor Indenture Trustee will shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Administrator and shall also provide all information reasonably requested by the Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture AdministratorTrustee. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (ed) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Noteholders of a majority 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. (fe) 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 retiring Indenture Trustee under pursuant to this Section 6.8Section, any obligations of the Issuer Issuer’s and the Indenture Administrator owing to the retiring Indenture Trustee Administrator’s obligations under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or (iii) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On Upon delivery of the such acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those such amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 20152013-B A Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or (iii) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On Upon delivery of the such acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those such amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 20152011-B Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.86.08. Subject No termination of the Indenture Trustee without cause will be effective unless the costs and expenses of such Indenture Trustee have been reimbursed to the preceding sentence, the Indenture Trustee in connection with such removal. The Indenture Trustee may resign at any time by so notifying the Issuer. The Noteholders Holders of a majority of the Note Balance Balances of the Controlling Class Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) . The Issuer must shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for the Indenture TrusteeTrustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iiiiv) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (c) acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee. In addition, the Indenture Trustee promptly. (d) Any will resign to avoid being directly or indirectly controlled by the Issuer. A successor Indenture Trustee will shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer and the Indenture AdministratorIssuer. On delivery of the acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) . If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders Holders of a majority of the Note Balance Balances of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) . 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. Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8Section, any the Issuer's obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for the Indenture Trustee; or (iii) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On delivery of the acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 2015-B 20__-_ Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8Section. Subject to the preceding sentence, the The Indenture Trustee may resign at any time by notifying giving 90 days’ written notice thereof to the IssuerDepositor, the Issuing Entity, each Noteholder, the Swap Counterparty and each Rating Agency. The Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must Issuing Entity shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for the Indenture TrusteeTrustee is adjudged bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iiiiv) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (c) acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must Issuing Entity shall promptly appoint a successor Indenture Trustee promptly. (d) Any that satisfies the eligibility requirements of Section 6.11. The resigning or removed Indenture Trustee agrees to cooperate with any successor Indenture Trustee will in effecting the termination of the resigning or removed Indenture Trustee’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 and the Indenture AdministratorIssuing Entity. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to Noteholders and the 2015-B Secured PartiesSwap Counterparty. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) . If a successor Indenture Trustee does not take office within 60 30 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer Issuing Entity or the Noteholders Holders of a majority of the Note in Outstanding Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding . If the replacement Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the retiring Indenture Trustee under this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will continue for the benefit appointment of the retiring a successor Indenture Trustee. If W▇▇▇▇ Fargo Bank, N.A. is removed as Indenture Trustee, it shall also be removed as Trust Administrator.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8Section. Subject to the preceding sentence, the The Indenture Trustee may resign at any time by so notifying the Issuer, the Transferor, the Administrator and the Noteholders, and will provide all information reasonably requested by the Transferor 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 Majority Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee Trustee, the Issuer, the Transferor and the Issuer Administrator (who shall notify the Rating Agencies) and may appoint a successor Indenture Trustee. (b) . The Issuer must shall remove the Indenture Trustee if: if (i) the Indenture Trustee fails to comply with Section 6.11; , (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or Trustee or (iii) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as acting. (b) The Transferor may remove the Indenture TrusteeTrustee 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-B 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 reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. (d) Any Trustee. A successor Indenture Trustee will shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Administrator and shall also provide all information reasonably requested by the Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture AdministratorTrustee. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (ed) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Noteholders of a majority 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. (fe) 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 retiring Indenture Trustee under pursuant to this Section 6.8Section, any obligations of the Issuer Issuer’s and the Indenture Administrator owing to the retiring Indenture Trustee Administrator’s obligations under Section 6.7 will 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 appointmentof a successor Indenture Trustee, will become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.86.7. Subject to the preceding sentence, the Indenture Trustee may resign by notifying Issuer, the IssuerServicer and Note Purchaser. The Note Purchaser or the Noteholders of Notes evidencing not less than a majority of the Note Balance of the Controlling Class Outstanding Notes may remove the Indenture Trustee without cause by notifying Indenture Trustee, the Indenture Trustee Servicer and the Issuer and may appoint a successor Indenture Trustee. Following the removal or resignation of any Person in the capacity of Indenture Trustee which will only be effective and occur upon the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.7, the obligations of such Person in such capacity will terminate (except for any obligations required to be performed prior to such termination). (b) The Issuer must must, and Note Purchaser may, remove the Indenture Trustee Trustee, bywritten notice of such removal to Indenture Trustee, if: (i) the Indenture Trustee fails to comply with Section 6.116.10; (ii) an Insolvency Event occurs for the with respect to Indenture Trustee; (iii) a receiver or other public officer takes charge of Indenture Trustee or its property; or (iiiiv) as evidenced by an Opinion of Counsel delivered to the Servicer, Issuer and Note Purchaser, Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (c) If the Indenture Trustee resigns gives notice of intention to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reasonreason (Indenture Trustee in such event being referred to in this Indenture as the retiring Indenture Trustee), the Issuer must Note Purchaser (with the consent of the Issuer, which consent shall not be unreasonably withheld or delayed) may appoint a successor Indenture Trustee promptlyTrustee. (d) Any successor Indenture Trustee will must execute and deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, Servicer, Note Purchaser and the Indenture Administrator. On delivery of the acceptance, each Hedge Counterparty and thereupon the resignation or removal of the retiring Indenture Trustee will become effective, and the such successor Indenture Trustee will have all the rights, powers, duties and 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 upon the retiring Indenture Trustee’s resignation or removal until all those amounts are paidremoval. The successor Indenture Trustee will deliver a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class Noteholder may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.86.7, any the obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 6.6 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.86.08. Subject to No termination of the preceding sentence, 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 so notifying the IssuerIssuer at least 60 days prior to the effective date of such resignation. The Majority Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) . The Issuer must shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for the Indenture TrusteeTrustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iiiiv) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (c) acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee. In addition, the Indenture Trustee promptly. (d) Any will resign to avoid being directly or indirectly controlled by the Issuer. A successor Indenture Trustee will shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer and the Indenture AdministratorIssuer. On delivery of the acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) . If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) . 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. Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8Section, any the Issuer's obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under this Section 6.8. Subject to the preceding sentence, the The Indenture Trustee may resign at any time upon 30 days’ prior written notice by so notifying the Issuer. The Noteholders Holders of a majority in Outstanding Amount of the Note Balance Environmental Control Bonds of the Controlling Class all Series may remove the Indenture Trustee without cause by so notifying the Issuer and the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) . The Issuer must shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for the Indenture TrusteeTrustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; (iv) the Indenture Trustee otherwise becomes incapable of acting; or (iiiv) the Indenture Trustee becomes legally unable fails to act or otherwise incapable of acting as provide to the Issuer any information reasonably requested by the Issuer pertaining to the Indenture Trustee and necessary for the Issuer to comply with its reporting obligations under the Exchange Act and Regulation AB and such failure is not resolved to the Issuer’s and the Indenture Trustee. (c) ’s mutual satisfaction within a reasonable period of time. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reasonreason (the Indenture Trustee in such event being referred to herein as the “Retiring Indenture Trustee”), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. (d) Any Trustee. A successor Indenture Trustee will shall deliver a written acceptance of its appointment to the retiring Retiring Indenture Trustee, Trustee and to the Issuer and the Indenture AdministratorIssuer. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 No resignation or removal of the Indenture Trustee pursuant to this Section 6.08 shall become effective until all those amounts are paidthe acceptance of the appointment by a successor Indenture Trustee. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesEnvironmental Control Bondholders. The retiring Retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) . If a successor Indenture Trustee does not take office within 60 days after the retiring Retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Retiring Indenture Trustee, the Issuer or the Noteholders Holders of a majority in Outstanding Amount of the Note Balance Environmental Control Bonds of the Controlling Class all Series may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) . If the Indenture Trustee fails to comply with Section 6.11, any Environmental Control Bondholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. The Issuer shall promptly furnish written notification of the appointment of any successor Indenture Trustee pursuant to this Section 6.08 to each of the Rating Agencies. The Issuer shall be responsible for payment of the expenses of any resignation or removal of the Indenture Trustee. Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.86.08, any the Issuer’s obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will 6.07 shall continue for the benefit of the retiring 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8. Subject to the preceding sentence, the The Indenture Trustee may resign at any time by notifying giving thirty (30) days written notice to the IssuerIssuer and each Managing Agent. The Required Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Issuer in writing and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for the Indenture Trustee; or (iii) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (c) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must Managing Agents shall promptly appoint a successor Indenture Trustee promptly. (d) Any Trustee. If appointed prior to an Event of Default or Termination Event, the successor Indenture Trustee will shall be subject to the reasonable approval of the Issuer. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Servicer, each Managing Agent and to the Indenture AdministratorIssuer. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to each Managing Agent and the 2015-B Secured PartiesIssuer. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee, subject to the payment of any and all amounts then due and owing to the Indenture Trustee pursuant to this Indenture. Any such transfer of any interest in the Contract Payments held by the retiring Indenture Trustee to the successor Indenture Trustee shall be made in a manner that complies with the requirements of, and in a manner consistent with, the Federal Assignment of ▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇. (e) ▇.▇. §▇▇▇▇, and Assignment of ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇. The retiring Indenture Trustee and the successor Indenture Trustee and the Servicer shall ensure that such transfer of such interest in the Contract Payments can be made in compliance with such statutes and the regulations promulgated thereunder prior to effecting any transfer of any interest in the Contract Payments subject to the terms of such statutes and the retiring Indenture Trustee and successor Indenture Trustee shall execute any document as reasonably requested by the Servicer to ensure such compliance. If a successor Indenture Trustee does not take office within 60 sixty (60) days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer or the Required Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) . Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8, any the Issuer’s obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No A resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, will Trustee shall become effective until only upon the successor Indenture Trustee's acceptance of appointment by the successor Indenture Trustee under as provided in this Section 6.8Section. Subject to the preceding sentence, the The Indenture Trustee may resign by so notifying the IssuerCompany. The Noteholders Holders of a majority in principal amount of the Note Balance of the Controlling Class Securities may remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Issuer and Company. The Company may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.117.10; (ii) an Insolvency Event occurs for the Indenture TrusteeTrustee is adjudged a bankrupt or an insolvent; (iii) a receiver or public officer takes charge of the Indenture Trustee or its property; or (iiiiv) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (c) action. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason, the Issuer must Company shall promptly appoint a successor Indenture Trustee. Within one year after the successor Indenture Trustee takes office, the Holders of a majority in principal amount of the Securities may appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On delivery of the acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and replace the successor Indenture Trustee will have all appointed by the rights, powers, duties and obligations of the Indenture Trustee under this IndentureCompany. 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 those amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 2015-B Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer Company or the Noteholders Holders of a majority at least lot in principal amount of the Note Balance of the Controlling Class Securities may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding . If the replacement Indenture Trustee fails to comply with Section 7.10, any Holder who has been a bona fide Holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Company. Thereupon 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 Section 6.8, any obligations Indenture. The successor Indenture Trustee shall mail a notice of the Issuer and the Indenture Administrator owing its succession to the Securityholders. The retiring Indenture Trustee under Section 6.7 will continue for shall promptly transfer all property held by it as Indenture Trustee to the benefit of the retiring successor Indenture Trustee, subject to the lien provided for in Section 7.7.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8Section. Subject to the preceding sentence, the The Indenture Trustee may resign at any time by notifying giving 90 days’ written notice thereof to the IssuerDepositor, the Issuing Entity, each Noteholder, the Swap Counterparty and each Rating Agency. The Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must Issuing Entity shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for the Indenture TrusteeTrustee is adjudged bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iiiiv) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (c) acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must Issuing Entity shall promptly appoint a successor Indenture Trustee promptly. (d) Any that satisfies the eligibility requirements of Section 6.11. The resigning or removed Indenture Trustee agrees to cooperate with any successor Indenture Trustee will in effecting the termination of the resigning or removed Indenture Trustee’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 and the Indenture AdministratorIssuing Entity. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and 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 those amounts are paid. The successor Indenture Trustee will deliver shall mail a notice of its succession to Noteholders and the 2015-B Secured PartiesSwap Counterparty. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) . If a successor Indenture Trustee does not take office within 60 30 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Issuer Issuing Entity or the Noteholders Holders of a majority of the Note in Outstanding Balance of the Controlling Class Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding . If the replacement Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the retiring Indenture Trustee under this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will continue for the benefit appointment of the retiring a successor Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under this Section 6.8Trustee. Subject to the preceding sentence, the The Indenture Trustee may resign at any time by so notifying the Issuer, the Transferor, the Depositor, the Master Servicer, and the Credit Enhancer. The Noteholders Credit Enhancer or the Holders of a majority not less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling Class all Classes of Notes may remove the Indenture Trustee without cause at any time and the 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 the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove reasonably acceptable to the Indenture Trustee Credit Enhancer if: (i) the Indenture Trustee fails to comply with satisfy Section 6.116.08; (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; or (iii) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as acting. If the Indenture Trustee fails to satisfy Section 6.08, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (c) . If a successor Indenture Trustee does not take office within 60 days after the 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 of Notes may petition any court of competent jurisdiction for the appointment of a successor 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 Issuer must Issuer, with the approval of the Transferor and the Credit Enhancer, shall promptly appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On delivery of the acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 2015-B Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.88.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of the Controlling Class Majority Holders may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.118.11; (ii) an Insolvency Event of Bankruptcy occurs for with respect to the Indenture Trustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iiiiv) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture AdministratorServicer. On Upon delivery of the such acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 2015-B Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will continue for the benefit of the retiring Indenture Trustee.this

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, Trustee and no appointment of a successor Indenture Trustee, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.86.08. Subject to the preceding sentence, the The Indenture Trustee may resign at any time by so notifying the IssuerIssuer and (if the Note Insurer is the Controlling Party) the Note Insurer. The Noteholders Holders of a majority in Outstanding Amount of the Note Balance Notes may, with the consent of the Controlling Class may Party, remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) . The Issuer must shall, with the consent of the Controlling Party, and at the request of the Controlling Party, remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for the Indenture TrusteeTrustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iiiiv) the Indenture Trustee otherwise becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (c) acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. acceptable (dif the Note Insurer is the Controlling Party) Any to the Note Insurer. If the Issuer fails to appoint such a successor Indenture Trustee will and the Note Insurer is the Controlling Party, the Note Insurer may appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer and the Indenture AdministratorIssuer. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 2015-B Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will continue for the benefit of the retiring Indenture Trustee.the

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, will become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.88.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Class A Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.118.11; (ii) an Insolvency Event of Bankruptcy occurs for with respect to the Indenture Trustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iiiiv) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture AdministratorServicer. On Upon delivery of the such acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 8.7 and 8.2 4.5(a) following the retiring Indenture Trustee’s resignation or removal until all those such amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Class A Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.88.8, any obligations of the Issuer and the Indenture Administrator Servicer owing to the retiring Indenture Trustee under Section 6.7 8.7 will 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, will become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iiiiv) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On Upon delivery of the such acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 those such amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 2015-B 20_-_ Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 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, will Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.86.08. Subject to the preceding sentence, the The Indenture Trustee may resign at any time by so notifying the IssuerIssuer and (if the Security Insurer is the Controlling Party) the Security Insurer. The Noteholders Holders of a majority in Outstanding Amount of the Note Balance Notes may, with the consent of the Controlling Class may Party, remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) . The Issuer must shall, with the consent of the Controlling Party, and at the request of the Controlling Party, remove the Indenture Trustee if: : (i) the Indenture Trustee fails to comply with Section 6.11; ; (ii) an Insolvency Event occurs for the Indenture Trustee; or (iii) the Indenture Trustee is adjudged 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 legally unable to act or otherwise incapable of acting as Indenture Trustee. (c) acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reasonreason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer must shall promptly appoint a successor Indenture Trustee promptly. acceptable (dif the Security Insurer is the Controlling Party) Any to the Security Insurer. If the Issuer fails to appoint such a successor Indenture Trustee will and the Security Insurer is the Controlling Party, the Security Insurer may appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, Trustee and to the Issuer and the Indenture AdministratorIssuer. On delivery of the acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee will shall become effective, and the successor Indenture Trustee will shall have all the rights, powers, powers and duties and obligations of the Indenture Trustee under this Indenture. The Issuer will continue to pay retiring Indenture Trustee shall be paid all amounts owed to the retiring Indenture Trustee in accordance with Sections 6.7 and 8.2 following the retiring Indenture Trustee’s it upon its resignation or removal until all those amounts are paidremoval. The successor Indenture Trustee will deliver shall mail a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) . The retiring Indenture Trustee shall not be liable for the acts or omissions of any Successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation resigns or is removed, the retiring Indenture Trustee, the Security Insurer (if the Security Insurer is the Controlling Party), the Issuer or the Noteholders Holders of 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. (f) . 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. Notwithstanding the replacement of the retiring Indenture Trustee under pursuant to this Section 6.8Section, any obligations of the Issuer Issuer's and the Indenture Administrator owing to the retiring Indenture Trustee Administrator's obligations under Section 6.7 will 6.07 shall continue for the benefit of the retiring Indenture Trustee. SECTION 6.09.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, will become effective until the acceptance of appointment by the successor Indenture Trustee under pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of at least a majority of the in Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee. (b) The Issuer must remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) an Insolvency Event occurs for with respect to the Indenture Trustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iiiiv) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee. (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 Issuer must appoint a successor Indenture Trustee promptly. (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Indenture Administrator. On delivery of the acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and 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 Section 8.2 following the retiring Indenture Trustee’s 's resignation or removal until all those such amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the 2015-B Secured PartiesNoteholders. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of at least a majority of the in Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (f) Notwithstanding the replacement of the retiring Indenture Trustee under this Section 6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture Trustee under Section 6.7 will continue for the benefit of the retiring Indenture Trustee.