IN FULL OF ALL OUTSTANDING INTEREST AND PRINCIPAL DUE TO THE
NOTEHOLDERS.
(B)
NOTWITHSTANDING THE FOREGOING, THE INDENTURE TRUSTEE AND THE
CUSTODIAN WILL NOT BE LIABLE:
47
(I)
FOR ANY ERROR OF JUDGMENT MADE BY IT IN GOOD FAITH UNLESS IT IS
PROVED THAT THE INDENTURE TRUSTEE OR THE CUSTODIAN, AS APPLICABLE, WAS NEGLIGENT
IN ASCERTAINING THE PERTINENT FACTS;
(II)
FOR ANY ACTION IT TAKES OR OMITS TO TAKE IN GOOD FAITH IN
ACCORDANCE WITH DIRECTIONS RECEIVED BY IT FROM THE REQUISITE PERCENTAGE OF
NOTEHOLDERS IN ACCORDANCE WITH THE TERMS HEREIN OR IN THE OTHER APPLICABLE
TRANSACTION DOCUMENTS; OR
(III)
FOR INTEREST ON ANY MONEY RECEIVED BY THE INDENTURE TRUSTEE
EXCEPT AS THE INDENTURE TRUSTEE AND THE ISSUER MAY AGREE IN WRITING.
(C)
THE ISSUER'S PAYMENT OBLIGATIONS TO THE INDENTURE TRUSTEE PURSUANT
TO THIS SECTION 6.7 SHALL SURVIVE THE RESIGNATION OR REMOVAL OF THE INDENTURE
TRUSTEE AND THE DISCHARGE OF THIS INDENTURE.
WHEN THE INDENTURE TRUSTEE INCURS
EXPENSES AFTER THE OCCURRENCE OF A DEFAULT SPECIFIED IN SECTION 5.1(E) OR (I)
WITH RESPECT TO THE ISSUER, THE EXPENSES ARE INTENDED TO CONSTITUTE EXPENSES OF
ADMINISTRATION UNDER TITLE 11 OF THE UNITED STATES CODE OR ANY OTHER APPLICABLE
FEDERAL OR STATE BANKRUPTCY, INSOLVENCY OR SIMILAR LAW.
SECTION 6.8.
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
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 SECTION 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 SO NOTIFYING THE ISSUER AND THE INSURER.
THE
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 INSURER (PROVIDED THAT NO INSURER DEFAULT
HAS OCCURRED AND IS CONTINUING)) MAY REMOVE THE INDENTURE TRUSTEE WITHOUT CAUSE
BY SO NOTIFYING THE INDENTURE TRUSTEE AND THE ISSUER AND SHALL APPOINT A
SUCCESSOR INDENTURE TRUSTEE.
THE ISSUER SHALL REMOVE THE INDENTURE TRUSTEE IF:
(A)
THE INDENTURE TRUSTEE FAILS TO COMPLY WITH SECTION 6.11;
(B)
AN INSOLVENCY EVENT OCCURS WITH RESPECT TO THE INDENTURE TRUSTEE;
(C)
A RECEIVER OR OTHER PUBLIC OFFICER TAKES CHARGE OF THE INDENTURE
TRUSTEE OR ITS PROPERTY; OR
(D)
THE INDENTURE TRUSTEE OTHERWISE BECOMES INCAPABLE OF ACTING.
If (a) the Indenture Trustee resigns or is 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