Common use of Replacement of Indenture Trustee Clause in Contracts

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

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

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to so notifying the Issuer, the Depositor Transferor, the Administrator and the Noteholders Noteholders, and will provide all information reasonably requested by the Depositor 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 Holders of Notes evidencing not less than 51% Majority Noteholders of the Note Balance of the Notes Controlling Class may remove the Indenture Trustee without cause upon 30 days’ prior written notice to by so notifying the Indenture Trustee (with a copy to Trustee, the Issuer, the Depositor Transferor and the Administrator (who shall notify the Rating Agencies) of such removal and, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if (i) the Indenture Trustee fails to comply with Section 6.11, (ii) the Indenture Trustee is adjudged an Insolvency Event occurs with respect to be bankrupt or insolvent, (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor Transferor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e3.07(f), 6.08 or 6.09 with respect to notice to or providing information to the DepositorTransferor, or with Article Nine Seven of the Sale and Servicing Agreement2014-A Exchange Note Supplement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointmentTrustee. Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Depositor Administrator and shall also provide all information reasonably requested by the Depositor Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance Majority Noteholders of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

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

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time (with 30 days prior notice) by providing 30 days’ prior written notice to so notifying the Issuer, the Depositor Transferor, the Administrator and the Noteholders Noteholders, and will provide all information reasonably requested by the Depositor 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 Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Majority Noteholders may remove the Indenture Trustee without cause upon by so notifying (with 30 days’ prior written notice to notice) the Indenture Trustee (with a copy to Trustee, the Issuer, the Depositor Transferor and the Administrator (who shall notify the Rating Agencies) of such removal and, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if (i) the Indenture Trustee fails to comply with Section 6.11, (ii) the Indenture Trustee is adjudged an Insolvency Event occurs with respect to be bankrupt or insolvent, (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor Transferor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e3.07(f), 6.08 or 6.09 with respect to notice to or providing information to the DepositorTransferor, or with Article Nine Seven of the Sale and Servicing Agreement2020-A Exchange Note Supplement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointmentTrustee. Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Depositor Administrator and shall also provide all information reasonably requested by the Depositor Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time by providing so notifying the Issuer, the Depositor, the Servicer and the Noteholders with 30 days’ prior written notice to the Issuernotice, the Depositor and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class may remove the Indenture Trustee without cause upon by notifying the Indenture Trustee with 30 days’ prior written notice to the Indenture Trustee (with a copy to the Issuer, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee with 30 days’ prior written notice if (i) the Indenture Trustee fails to comply with Section 6.11, (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent, (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), (i) Sections 6.08 or 6.09 with respect to notice to or providing information to the Depositor, Depositor or with Article Nine (ii) Sections 4.17 or 4.18 of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in during which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointment. Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Depositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within 60 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing representing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time (with 30 days prior notice) by providing 30 days’ prior written notice to so notifying the Issuer, the Depositor Transferor, the Administrator and the Noteholders Noteholders, and will provide all information reasonably requested by the Depositor 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 Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Majority Noteholders may remove the Indenture Trustee without cause upon by so notifying (with 30 days’ prior written notice to notice) the Indenture Trustee (with a copy to Trustee, the Issuer, the Depositor Transferor and the Administrator (who shall notify the Rating Agencies) of such removal and, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if (i) the Indenture Trustee fails to comply with Section 6.11, (ii) the Indenture Trustee is adjudged an Insolvency Event occurs with respect to be bankrupt or insolvent, (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor Transferor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e3.07(f), 6.08 or 6.09 with respect to notice to or providing information to the DepositorTransferor, or with Article Nine Seven of the Sale and Servicing Agreement2025-A Exchange Note Supplement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointmentTrustee. Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Depositor Administrator and shall also provide all information reasonably requested by the Depositor Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time (with 30 days prior notice) by providing 30 days’ prior written notice to so notifying the Issuer, the Depositor Transferor, the Administrator and the Noteholders Noteholders, and will provide all information reasonably requested by the Depositor 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 Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Majority Noteholders may remove the Indenture Trustee without cause upon by so notifying (with 30 days’ prior written notice to notice) the Indenture Trustee (with a copy to Trustee, the Issuer, the Depositor Transferor and the Administrator (who shall notify the Rating Agencies) of such removal and, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if (i) the Indenture Trustee fails to comply with Section 6.11, (ii) the Indenture Trustee is adjudged an Insolvency Event occurs with respect to be bankrupt or insolvent, (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor Transferor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e3.07(f), 6.08 or 6.09 with respect to notice to or providing information to the DepositorTransferor, or with Article Nine Seven of the Sale and Servicing Agreement2020-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 reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointmentTrustee. Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Depositor Administrator and shall also provide all information reasonably requested by the Depositor Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

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

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time (with 30 days prior notice) by providing 30 days’ prior written notice to so notifying the Issuer, the Depositor Transferor, the Administrator and the Noteholders Noteholders, and will provide all information reasonably requested by the Depositor 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 Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Majority Noteholders may remove the Indenture Trustee without cause upon by so notifying (with 30 days’ prior written notice to notice) the Indenture Trustee (with a copy to Trustee, the Issuer, the Depositor Transferor and the Administrator (who shall notify the Rating Agencies) of such removal and, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if (i) the Indenture Trustee fails to comply with Section 6.11, (ii) the Indenture Trustee is adjudged an Insolvency Event occurs with respect to be bankrupt or insolvent, (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor Transferor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e3.07(f), 6.08 or 6.09 with respect to notice to or providing information to the DepositorTransferor, or with Article Nine Seven of the Sale and Servicing Agreement2018-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 reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointmentTrustee. Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Depositor Administrator and shall also provide all information reasonably requested by the Depositor Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to so notifying the Issuer, the Depositor Transferor, the Administrator and the Noteholders Noteholders, and will provide all information reasonably requested by the Depositor 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 Holders of Notes evidencing not less than 51% Majority Noteholders of the Note Balance of the Notes Controlling Class may remove the Indenture Trustee without cause upon 30 days’ prior written notice to by so notifying the Indenture Trustee (with a copy to Trustee, the Issuer, the Depositor Transferor and the Administrator (who shall notify the Rating Agencies) of such removal and, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if (i) the Indenture Trustee fails to comply with Section 6.11, (ii) the Indenture Trustee is adjudged an Insolvency Event occurs with respect to be bankrupt or insolvent, (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor Transferor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e3.07(f), 6.08 or 6.09 with respect to notice to or providing information to the DepositorTransferor, or with Article Nine Seven of the Sale and Servicing Agreement2012-A Exchange Note Supplement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointmentTrustee. Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Depositor Administrator and shall also provide all information reasonably requested by the Depositor Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance Majority Noteholders of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

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

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time by providing 30 days’ giving at least thirty (30) days prior written notice to the Issuer, the Depositor and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding principal amount of the Notes may remove the Indenture Trustee without cause upon 30 days’ prior written notice to by so notifying the Indenture Trustee (with a copy to the Issuer, the Depositor and the Rating Agencies) of such removal and, following such removal, Issuer and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if by giving at least thirty (30) days prior written notice to the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11, ; (ii) the Indenture Trustee is adjudged shall consent to be bankrupt the appointment of a conservator or insolvent, (iii) a receiver or other public officer takes charge liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Indenture Trustee or all or substantially all of its property property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Indenture Trustee; or the Indenture Trustee shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee, which successor shall be reasonably satisfactory to the Servicer. (b) Any resignation or removal of the Indenture Trustee and notify appointment of successor indenture trustee pursuant to any of the Depositor provisions of such appointment. this Section shall not become effective until acceptance of appointment by the successor indenture trustee as provided in this Section 6.08(b). (i) Any successor Indenture Trustee indenture trustee appointed as provided herein shall execute, acknowledge and deliver a written acceptance of its appointment to the retiring Indenture TrusteeIssuer, the Issuer and the Depositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of Servicer and to its predecessor indenture trustee an instrument accepting such written acceptanceappointment hereunder, and thereupon the resignation or removal of the retiring Indenture Trustee predecessor indenture trustee shall become effectiveeffective and such successor indenture trustee, and the successor Indenture Trustee without any further act, deed or conveyance, shall have become fully vested with all the rights, powers powers, duties and duties obligations of the its predecessor hereunder, with like effect as if originally named as Indenture Trustee under this Indentureherein. The successor Indenture Trustee predecessor indenture trustee shall mail a notice of its succession deliver to the Noteholders. The retiring Indenture Trustee shall promptly transfer successor indenture trustee all documents or copies thereof and statements and all money and other property held by it hereunder; and the Issuer and the predecessor indenture trustee shall execute and deliver such instruments and do such other things as Indenture Trustee to may reasonably be required for fully and certainly vesting and confirming in the successor Indenture Trusteeindenture trustee all such rights, powers, duties and obligations. (dii) No successor indenture trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor indenture trustee shall be eligible under the provisions of Section 6.11. (iii) Upon acceptance of appointment by a successor indenture trustee as provided in this Section, such successor indenture trustee shall provide notice of such succession hereunder to all Noteholders and the Servicer shall provide such notice to each Series Enhancer. (c) If a successor Indenture Trustee does not take office within 60 thirty (30) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding principal amount of the Controlling Class Outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. . (d) If the Indenture Trustee fails ceases to comply be eligible in accordance with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the AdministratorServicer’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee. No Indenture Trustee under this Indenture shall be liable for any action or omission of any successor indenture trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this SectionSection 6.08. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to so notifying the IssuerIssuer and the Bond Insurer. The Bond Insurer or, if a Bond Insurer Default exists, the Depositor and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 Holders of Form 8-K under the Exchange Act, with respect to the resignation a majority of Bond Principal Balances of the Indenture Trustee. The Holders of Notes evidencing not less than 51Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the Note aggregate Bond Principal Balance of the Notes other Classes of Bonds) may remove the Indenture Trustee without cause upon 30 days’ prior written notice to by so notifying the Indenture Trustee (with a copy to the Issuer, the Depositor and the Rating Agencies) of such removal and, following such removal, Bond Insurer and may appoint a successor Indenture Trustee. The Issuer shall shall, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, remove the Indenture Trustee if if: (i) the Indenture Trustee fails to comply with Section 6.11, 6.11 hereof; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent, ; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property or property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) . If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall Issuer shall, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, promptly appoint a successor Indenture Trustee and notify the Depositor of such appointmentTrustee. Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Depositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture TrusteeBond Insurer and to the Issuer. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the NoteholdersBondholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer Issuer, the Bond Insurer or the Holders of Notes evidencing not less than 51a majority of Bond Principal Balances of the Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the Note aggregate Bond Principal Balance of the Controlling Class other Classes of Bonds) may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s 's obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this SectionSection 6.08. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to so notifying the Issuer, the Depositor Issuer and the Credit Enhancer. The Credit Enhancer or the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation a majority of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the aggregate Note Balance of the Notes may remove the Indenture Trustee without cause upon 30 days’ prior written notice to by so notifying the Indenture Trustee (with a copy to the Issuer, the Depositor and the Rating AgenciesCredit Enhancer (if given by such Noteholders) of such removal and, following such removal, and may appoint a successor Indenture Trustee. Unless a Servicer Default has occurred and is continuing, the appointment of any successor Indenture Trustee shall be subject to the prior written approval of the Servicer. The Issuer shall remove the Indenture Trustee if if: (ia) the Indenture Trustee fails to comply with Section 6.11, ; (iib) the Indenture Trustee is adjudged to be a bankrupt or insolvent, ; (iiic) a receiver or other public officer takes charge of the Indenture Trustee or its property or property; or (ivd) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove fulfilling its duties under the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) Basic Documents. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee and notify with the Depositor consent of such appointmentthe Credit Enhancer, which consent shall not be unreasonably withheld. Any successor In addition, the Indenture Trustee shall deliver a written acceptance of its appointment resign to the retiring Indenture Trustee, the Issuer and the Depositor and shall also provide all information reasonably requested avoid being directly or indirectly controlled by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture TrusteeIssuer. (d) 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 or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee Trustee, and no appointment of a successor Indenture Trustee Trustee, shall become effective until either (i) the acceptance of appointment by the successor Indenture Trustee acceptable to the Insurer and payment of fees and expenses owed to the outgoing Indenture Trustee pursuant to this SectionSECTION 6.8 and SECTION 6.7 or (ii) the Notes have been paid and discharged in full in accordance with SECTION 4.2 of the this Indenture and all amounts received, if any, in connection with the payment and discharge of the Notes have been distributed to the Noteholders. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to so notifying the Issuer, the Depositor Issuer and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture TrusteeInsurer. The Holders of Notes Insurer, provided an Insurer Default shall not have occurred and be continuing, or the Noteholders evidencing not less than 51% of the Class A Note Balance (with the prior written consent of the Notes Insurer (provided that no Insurer Default has occurred and is continuing)) may remove the Indenture Trustee without cause upon 30 days’ prior written notice to by so notifying the Indenture Trustee (with a copy to the Issuer, the Depositor and the Rating Agencies) of such removal and, following such removal, may Issuer and shall appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if if: (iA) the Indenture Trustee fails to comply with Section SECTION 6.11, ; (iiB) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolvent, Trustee; (iiiC) a receiver or other public officer takes charge of the Indenture Trustee or its property or property; or (ivD) the Indenture Trustee otherwise becomes incapable of acting. . If (ba) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed removed, (b) the Class A Noteholders fail to appoint a successor Indenture Trustee acceptable to the Insurer (provided that no Insurer Default has occurred and is continuing) following the removal of the Indenture Trustee without cause or (c) if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee acceptable to the Insurer (provided that no Insurer Default has occurred and notify the Depositor of such appointment. is continuing). (b) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Insurer and the Depositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture TrusteeIssuer. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective, effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within 60 sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes Noteholders evidencing not less than 51% 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. If the Indenture Trustee fails to comply with Section SECTION 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSECTION 6.8, the Issuer’s 's and the Administrator’s 's obligations under Section 6.07 SECTION 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee Trustee, and no appointment of a successor Indenture Trustee Trustee, shall become effective until either (i) the acceptance of appointment by the successor Indenture Trustee and payment of fees and expenses owed to the outgoing Indenture Trustee pursuant to this SectionSection 6.8 and Section 6.7 or (ii) the Notes have been paid and discharged in full in accordance with Section 4.2 of the this Indenture and all amounts received, if any, in connection with the payment and discharge of the Notes have been distributed to the Noteholders. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to so notifying the Issuer, the Depositor Issuer and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture TrusteeInsurer. The Holders of Notes Insurer, provided an Insurer Default shall not have occurred and be continuing, or the Noteholders evidencing not less than 51% of the Note Balance (with the prior written consent of the Notes Insurer (provided that no Insurer Default has occurred and is continuing)) may remove the Indenture Trustee without cause upon 30 days’ prior written notice to by so notifying the Indenture Trustee (with a copy to the Issuer, the Depositor and the Rating Agencies) of such removal and, following such removal, may Issuer and shall appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if if: (i) the Indenture Trustee fails to comply with Section 6.11, ; (ii) an Insolvency Event occurs with respect to the Indenture Trustee is adjudged to be bankrupt or insolvent, Trustee; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property or property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. . If (ba) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed removed, (b) the Noteholders fail to appoint a successor Indenture Trustee acceptable to the Insurer (provided that no Insurer Default has occurred and is continuing) following the removal of the Indenture Trustee without cause or (c) if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee acceptable to the Insurer (provided that no Insurer Default has occurred and notify the Depositor of such appointment. is continuing). (b) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Insurer and the Depositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture TrusteeIssuer. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective, effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (dc) If a successor Indenture Trustee does not take office within 60 sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes Noteholders evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (ed) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this SectionSection 6.8, the Issuer’s 's and the Administrator’s 's obligations under Section 6.07 6.7 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to so notifying the Issuer, the Depositor Transferor, the Administrator and the Noteholders Noteholders, and will provide all information reasonably requested by the Depositor 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 Holders of Notes evidencing not less than 51% Majority Noteholders of the Note Balance of the Notes Controlling Class may remove the Indenture Trustee without cause upon 30 days’ prior written notice to by so notifying the Indenture Trustee (with a copy to Trustee, the Issuer, the Depositor Transferor and the Administrator (who shall notify the Rating Agencies) of such removal and, following such removal, and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if (i) the Indenture Trustee fails to comply with Section 6.11, (ii) the Indenture Trustee is adjudged an Insolvency Event occurs with respect to be bankrupt or insolvent, (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property or (iviii) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor Transferor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e3.07(f), 6.08 or 6.09 with respect to notice to or providing information to the DepositorTransferor, or with Article Nine Eight of the Sale and 2011-A Servicing AgreementSupplement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator Issuer shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointmentTrustee. Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer Issuer, the Transferor and the Depositor Administrator and shall also provide all information reasonably requested by the Depositor Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance Majority Noteholders of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

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

Replacement of Indenture Trustee. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time by providing 30 days’ prior written notice to so notifying the Issuer, the Depositor Issuer and the Noteholders and will provide all information reasonably requested by Bond Insurer. In addition, in the Depositor in order to comply with its reporting obligation under Item 6.02 event that a conflict of Form 8-K under the Exchange Act, interest arises with respect to either Class of Bonds and the resignation Indenture Trustee believes that there is not adequate provision or instruction in this Indenture for the resolution of such conflict of interest, the Indenture Trustee may resign as Indenture Trustee with respect to either or both of the Indenture TrusteeClasses of Bonds. The Bond Insurer or, if a Bond Insurer Default exists, the Holders of Notes evidencing not less than 51% a majority of Bond Principal Balances of the Note Balance of the Notes Bonds may remove the Indenture Trustee without cause upon 30 days’ prior written notice to by so notifying the Indenture Trustee (with a copy to the Issuer, the Depositor and the Rating Agencies) of such removal and, following such removal, Bond Insurer and may appoint a successor Indenture Trustee. The Issuer shall shall, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, remove the Indenture Trustee if if: (i) the Indenture Trustee fails to comply with Section 6.11, 6.11 hereof; (ii) the Indenture Trustee is adjudged to be a bankrupt or insolvent, ; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property or property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. (b) The Depositor may remove . However, no resignation or removal of the Indenture Trustee with 30 days’ prior written notice if the respect to either or both Classes of Bonds and no appointment of a successor Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice either or both Classes of Bonds shall become effective until the acceptance of appointment by the successor Indenture Trustee with respect to or providing information such Bonds pursuant to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) this Section 6.08. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall Issuer shall, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, promptly appoint a successor Indenture Trustee and notify the Depositor of such appointmentTrustee. Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Depositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture TrusteeBond Insurer and to the Issuer. Upon delivery of such written acceptanceThereupon, the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the NoteholdersBondholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee (other than any Mortgage Files at the time held by a Custodian, which shall become the agent of any successor Indenture Trustee named hereunder) to the successor Indenture Trustee. (d) . If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removedremoved (or 15 days, in the event the Indenture Trustee has given notice of a conflict of interest described in the first paragraph of this Section 6.08 above), the retiring Indenture Trustee, the Issuer Issuer, the Bond Insurer or the Holders of Notes evidencing not less than 51% a majority of Bond Principal Balances of the Note Balance of the Controlling Class Bonds may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s 's obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Replacement of Indenture Trustee. (a) No The resignation or removal of the Indenture Trustee and no the appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee's acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section. The Section 9.6. (b) Indenture Trustee may resign by giving at any time by providing least 30 days’ ' prior written notice to the IssuerGeneral Partner (on behalf of Partnership), the Depositor Nonaffiliated Partner Trustee, Beneficiaries and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Holders. A Majority In Interest may remove Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Notes may remove the Indenture Trustee without cause upon 30 days’ prior written notice to the Indenture Trustee (with a copy to the Issuer, the Depositor and the Rating Agencies) of such removal and, following such removal, also may appoint a successor Indenture Trustee, by giving at least 30 days' prior written notice to Indenture Trustee, Nonaffiliated Partner Trustee, Beneficiaries and General Partner (on behalf of Partnership). The Issuer shall Nonaffiliated Partner Trustee (whether or not acting pursuant to instructions from Beneficiaries) may remove the Indenture Trustee if if: (i) Indenture Trustee fails to comply, with Section 9.8; (ii) Indenture Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or public officer takes charge of Indenture Trustee or its property; or (iv) Indenture Trustee becomes incapable of acting. (c) If (i) Indenture Trustee resigns or is removed, (ii) the Holders have removed Indenture Trustee pursuant to the second sentence of Section 9.6(b) and have not appointed a successor within 30 days or (iii) a vacancy otherwise exists in the office of Indenture Trustee for any reason, then Nonaffiliated Partner Trustee may, subject to prior action being taken pursuant to Section 9.6(d), promptly appoint a successor Indenture Trustee. (d) If a successor Indenture Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, General Partner (on behalf of Partnership), Beneficiaries or a Majority In Interest may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (e) If Indenture Trustee fails to comply with Section 6.119.8, (ii) any Holder may petition any court of competent jurisdiction for the removal of such Indenture Trustee is adjudged to be bankrupt or insolvent, (iii) and the appointment of a receiver or other public officer takes charge of the successor Indenture Trustee or its property or (iv) the Indenture Trustee otherwise becomes incapable of actingTrustee. (bf) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointment. Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer to General Partner (on behalf of Partnership), to Beneficiaries and the Depositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Nonaffiliated Partner Trustee. Upon delivery of such written acceptanceThereupon, 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 retiring Indenture Trustee for which the successor Indenture Trustee is to be acting under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property and all books and records relating to the administration of the Indenture Estate held by it as Indenture Trustee to the successor Indenture Trustee. (d) 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 or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed subject to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Lien provided for in Section 6.07 shall continue for the benefit of the retiring Indenture Trustee9.5(b).

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

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

Replacement of Indenture Trustee. (a) No The resignation or removal of the Indenture Trustee and no the appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee's acceptance of appointment by the successor Indenture Trustee pursuant to as provided in this Section. The Section 9.6. (b) Indenture Trustee may resign by giving at any time by providing least 30 days’ ' prior written notice to the IssuerGeneral Partner (on behalf of Partnership), the Depositor Nonaffiliated Partner Trustee, Beneficiaries and the Noteholders and will provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Holders. A Majority In Interest may remove Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Notes may remove the Indenture Trustee without cause upon 30 days’ prior written notice to the Indenture Trustee (with a copy to the Issuer, the Depositor and the Rating Agencies) of such removal and, following such removal, also may appoint a successor Indenture Trustee, by giving at least 30 days' prior written notice to Indenture Trustee, Nonaffiliated Partner Trustee, Beneficiaries and General Partner (on behalf of Partnership). The Issuer shall Nonaffiliated Partner Trustee (whether or not acting pursuant to instructions from Beneficiaries) may remove the Indenture Trustee if if: (i) Indenture Trustee fails to comply, with Section 9.8; (ii) Indenture Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or public officer takes charge of Indenture Trustee or its property; or (iv) Indenture Trustee becomes incapable of acting. (c) If (i) Indenture Trustee resigns or is removed, (ii) the Holders have removed Indenture Trustee pursuant to the second sentence of Section 9.6(b) and have not appointed a successor within 30 days or (iii) a vacancy otherwise exists in the office of Indenture Trustee for any reason, then Nonaffiliated Partner Trustee may, subject to prior (d) If a successor Indenture Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, General Partner (on behalf of Partnership), Beneficiaries or a Majority In Interest may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (e) If Indenture Trustee fails to comply with Section 6.119.8, (ii) any Holder may petition any court of competent jurisdiction for the removal of such Indenture Trustee is adjudged to be bankrupt or insolvent, (iii) and the appointment of a receiver or other public officer takes charge of the successor Indenture Trustee or its property or (iv) the Indenture Trustee otherwise becomes incapable of actingTrustee. (bf) The Depositor may remove the Indenture Trustee with 30 days’ prior written notice if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions). (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointment. Any A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer to General Partner (on behalf of Partnership), to Beneficiaries and the Depositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Nonaffiliated Partner Trustee. Upon delivery of such written acceptanceThereupon, 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 retiring Indenture Trustee for which the successor Indenture Trustee is to be acting under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property and all books and records relating to the administration of the Indenture Estate held by it as Indenture Trustee to the successor Indenture Trustee. (d) 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 or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed subject to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Lien provided for in Section 6.07 shall continue for the benefit of the retiring Indenture Trustee9.5(b).