Common use of Successor Owner Trustee Clause in Contracts

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust CertificateholdersSection 9.03, the Indenture Trustee shall mail notice thereof to all Certificateholders, the Credit Enhancer, the Noteholders and each the Rating AgencyAgencies. If the Depositor Indenture Trustee shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Servicer, the Security Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholdersthe Certificateholder, the Indenture Trustee Trustee, the Noteholders, the Security Insurer and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of the successor of such Owner Trustee to all Trust Certificateholdersthe Certificateholder, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor shall fail Administrator fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; , and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of Trust reflecting the name and principal place of business of such succession in the state of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Depositor Administrator shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Seller, the Administrator, the Note Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as the Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Seller and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Seller shall mail (or shall cause to be mailed) notice of the successor of such Owner Trustee to all Trust Certificateholdersthe Residual Interestholder, Indenture Trustee, the Indenture Trustee Noteholders and each of the Rating AgencyAgencies. If the Depositor Seller shall fail to mail (or cause to be mailed) such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorSeller.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 11.2 shall execute, acknowledge and deliver to the Administrative Agent Sponsor, the Servicer and the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Sponsor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0111.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Residual Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner TrusteeTrustee (if acceptable to the Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Indenture Trustee and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1 above. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Depositor Indenture Trustee shall mail notice of the successor of such Owner Trustee to all Trust Certificateholdersthe Transferor, the Noteholders, the Insurer and the Rating Agencies. If the Indenture Trustee and each Rating Agency. If the Depositor shall fail fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholdersthe Certificateholder, the Indenture Trustee Trustee, the Noteholders, the Insurer and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 11.02 shall execute, acknowledge and deliver to the Administrative Agent Trust, the Sponsor, the Indenture Trustee, the Note Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon thereupon, subject to the payment of all fees and expenses owed to the outgoing Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner TrusteeTrustee (if acceptable to the Note Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies moneys held by it under this Agreement; and the Depositor, the Administrative Agent Sponsor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0111.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 11.03, the Depositor Sponsor shall mail notice of the successor of such Owner Trustee to all Trust the Certificateholders, the Indenture Trustee Trustee, the Noteholders, the Note Insurer and each the Rating AgencyAgencies. If the Depositor shall fail Sponsor fails to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorSponsor. Any successor Owner Trustee appointed pursuant to this Section 11.03 shall file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Trust Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Trust Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Trust Administrator shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders, the Swap Counterparty and each the Rating AgencyAgencies. If the Depositor shall fail Trust Administrator fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorTrust Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; , and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of Trust reflecting the name and principal place of business of such succession in the state of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Depositor Administrator shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 15.09 shall execute, acknowledge acknowledge, and deliver to the Administrative Agent Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed deed, or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. Any successor Owner Trustee appointed hereunder shall file an amendment to the Certificate of Trust with the Delaware Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Servicer and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 15.10 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0115.08. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 15.10, the Depositor Servicer shall mail notice of the successor of such Owner Trustee under this Agreement to all Trust Certificateholders, the Indenture Trustee and each Rating Agencyto the Holder of the Certificate at its address as shown in the Certificate Register. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee, the Securities Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at Noteholders, the expense of Note Insurer and the DepositorRating Agencies.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Indenture Trustee, the Paying Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Paying Agent shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders, the Rating Agencies and each Rating Agencythe Enhancer. If the Depositor Paying Agent shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorPaying Agent.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the DepositorTransferor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Transferor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor Transferor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorTransferor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor shall fail Administrator fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at Insurer, the expense of Noteholders and the DepositorRating Agencies.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; , and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of Trust reflecting the name and principal place of business of such succession in the state of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Depositor Administrator shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Administrator shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Certificateholders and to its predecessor Owner Trustee Trustee, with a copy thereof delivered to the Administrator, an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements statements, monies, and monies other property held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor appointment of such successor Owner Trustee to all Trust the Certificateholders, the Indenture Trustee Trustee, the Administrator, the Noteholders and each the Rating AgencyAgencies. If the Depositor shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of the successor of such Owner Trustee to all Trust Certificateholdersthe Certificateholder, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator. Any successor Owner Trustee appointed hereunder shall promptly file an amendment to the Certificate of Trust as required by the Business Trust Statute.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1 above. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Depositor Indenture Trustee shall mail notice of the successor of such Owner Trustee to all Trust Certificateholdersthe Transferor, the Noteholders and the Rating Agencies. If the Indenture Trustee and each Rating Agency. If the Depositor shall fail fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorIndenture Trustee. Any successor Owner Trustee shall promptly file a certificate of amendment identifying the name and principal place of business of the Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 hereof shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and the Depositor, and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Indenture Trustee and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible an Eligible Owner Trustee pursuant to Section 10.0110.01 hereof. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of thereof to the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Funding Agents and each Rating Agencythe Noteholders. If the Depositor shall fail to mail such notice within ten days Business Days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent and to Indenture Trustee, its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the such predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section Section, unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Indenture Trustee shall mail notice of thereof to the successor of such Owner Trustee to all Trust CertificateholdersCertificateholders and the Noteholders, the Rating Agencies. If the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent General Partner, the Servicer, the Security Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent General Partner and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of the successor of such the Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, all Noteholders, and each the Rating AgencyAgencies. If the Depositor shall fail Administrator fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this AgreementAgreement and deliver to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the successor Owner Trustee, and thereupon thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; Agreement and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Any successor Owner Trustee appointed pursuant to this Section shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each Rating AgencyAgency that has provided ratings of the Notes. If the Depositor Administrator shall fail to mail such notice within ten days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent and to Indenture Trustee, its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the such predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section Section, unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Indenture Trustee shall mail notice of thereof to the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Noteholders and each the Rating AgencyAgencies. If the Depositor Indenture Trustee shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor predeces- sor Owner Trustee an instrument accepting such appointment under this Owner Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Owner Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Owner Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Indenture Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Indenture Trustee shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Second Amended and Restated Trust Agreement) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent General Partners, the Security Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent General Partners and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor OGP I shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor OGP I shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.OGP I.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to as provided in Section 10.02 8.2 shall execute, acknowledge and deliver to the Administrative Agent Sponsor, and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreementhereunder, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreementhereunder, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expensescharges, deliver or cause to be delivered to the successor Owner Trustee all the Contracts and any related documents and statements and monies held by it under this Agreementhereunder; and the Depositor, the Administrative Agent Sponsor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required requested by the successor Owner Trustee for fully and certainly certain vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless 8.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to under the provisions of Section 10.018.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to as provided in this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner TrusteeSection 8.3, the successor Owner Trustee shall cause mail notice of such notice succession to be mailed each Certificateholder at their addresses as shown in the expense of the DepositorCertificate Register.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. 27 (NALT 2013-A Amended and Restated Trust Agreement) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and 27 (NALT 2017-A Amended and Restated Trust Agreement) obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee, the Note Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at Noteholders and the expense of the DepositorRating Agencies.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Designated Certificateholder and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent Designated Certificateholder and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.03 unless at the time of such acceptance accep- tance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.03, the Depositor Administrator shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Administrator shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any Owner Participant shall not appoint or ----------------------- cause or allow to be appointed a successor to Owner Trustee appointed pursuant or an additional or separate trustee under the Trust Agreement without giving prior written notice of such appointment (including notification of the principal place of business of each such successor, additional or separate trustee) to Section 10.02 each Lessee and Indenture Trustee. Owner Participant shall executecause any such successor, acknowledge additional or separate trustee, simultaneously with its assumption of duties in such capacity, to take all actions as may be reasonably requested by Indenture Trustee or either Lessee (including, without limitation, the filing of financing statements), at either Lessee's expense, in order to establish, preserve, protect and deliver perfect (to the Administrative Agent extent practicable in the case of the Transponders) Lessees' interest in and to its predecessor Owner Trustee an instrument accepting such appointment the Transponders and Lessees' rights under this Agreement, the other Operative Documents and thereupon the resignation Xxxxxx Agreements and, so long as any Notes are outstanding, the mortgage and security interest of Indenture Trustee in the Indenture Estate granted or removal intended to be created under the Indenture and Indenture Trustee's rights under this Agreement, the other Operative Documents, and the Xxxxxx Agreements, subject only to Permitted Liens. In the event of Trust Company's resignation, bankruptcy or insolvency, or disqualification unrelated to its relationship with Owner Participant, the predecessor expenses incurred in connection with the appointment of a successor Owner Trustee as a result thereof shall become effective and such be paid by Lessee. Otherwise, in connection with Owner Participant's appointment of a successor Owner Trustee, without the expenses incurred in connection therewith and any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its incremental increase in fees and expenses, deliver payable to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment paid by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorParticipant.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor predeces sor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this AgreementTrust Agree ment, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at Bond Insurer, the expense of Bondholders and the DepositorRating Agencies.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten [ten] days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Designated Certificateholder and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent Designated Certificateholder and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.03, the Depositor Administrator shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Administrator shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Sponsor, the Master Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Sponsor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Master Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agencythe Noteholders. If the Depositor Master Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorMaster Servicer. The successor Owner Trustee shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. 27 (NALT 2017-B Amended and Restated Trust Agreement) No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Sponsor, the Master Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Sponsor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Master Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Insurer and each Rating Agencythe Noteholders. If the Depositor Master Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorMaster Servicer. The successor Owner Trustee shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The Upon the written request of such successor Owner Trustee, the predecessor Owner Trustee shall, shall upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee Noteholders and each the Rating AgencyAgencies. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the Any successor Owner Trustee appointed hereunder shall cause promptly file a Certificate of Amendment with the Delaware Secretary of State identifying the name and principal place of business of such notice to be mailed at successor Owner Trustee in the expense State of the DepositorDelaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholdersthe Indenture Trustee, the Indenture Trustee Noteholders and each the Rating AgencyAgencies. If the Depositor shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor. To the extent required by the Delaware Business Trust Statute, any successor Owner Trustee appointed hereunder shall promptly file an amendment to the Certificate of Trust.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its 27 (Nissan 2005-B Amended & Restated Trust Agreement) predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of the successor of such the Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, all Noteholders and each the Rating AgencyAgencies. If the Depositor shall fail Administrator fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally iforiginally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming confinning in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at Bondholders and the expense of the DepositorRating Agencies.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent General Partner, the Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent General Partner and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this AgreementAgreement and deliver to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the successor Owner Trustee, and thereupon thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; Agreement and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Any successor Owner Trustee shall promptly file an amendment to the Certificate of Trust as required by the Delaware Statutory Trust Act. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of thereof to the successor of such Owner Trustee to all Trust Depositor, the Certificateholders, the Indenture Trustee and each the Rating AgencyAgencies. If the Depositor Administrator shall fail to mail such notice within ten days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.such

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner TrusteeTrustee (if acceptable to the Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Indenture Trustee and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1 above. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.03, the Depositor Indenture Trustee shall mail notice of the successor of such Owner Trustee to all Trust Certificateholdersthe Transferor, the Noteholders, the Insurer and the Rating Agencies. If the Indenture Trustee and each Rating Agency. If the Depositor shall fail fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at Bondholders and the expense of the DepositorRating Agencies.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the such predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section Section, unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Indenture Trustee shall mail notice of thereof to the successor of such Owner Trustee to all Trust Certificateholders, Certificateholders and the Noteholders. If the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at Note Insurer and the expense of the DepositorRating Agencies.

Successor Owner Trustee. 25 30 Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Sponsor, the Master Servicer, the Note Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Sponsor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Master Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agencythe Noteholders. If the Depositor Master Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorMaster Servicer. The successor Owner Trustee shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the such predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section Section, unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Indenture Trustee shall mail notice of thereof to the successor of such Owner Trustee to all Trust CertificateholdersInvestor Certificateholder, the Noteholders and the Note Insurer. If the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this AgreementAgreement and deliver to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the successor Owner Trustee, and thereupon thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; Agreement and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Any successor Owner Trustee shall promptly file an amendment to the Certificate of Trust as required by the Delaware Statutory Trust Act. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of thereof to the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each the Rating AgencyAgencies. If the Depositor Administrator shall fail to mail such notice within ten days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this AgreementAgreement and deliver to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligations under the Exchange Act with respect to the successor Owner Trustee, and thereupon thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; Agreement and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Any successor Owner Trustee appointed pursuant to this Section shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each Rating AgencyAgency that has provided ratings of the Notes. If the Depositor Administrator shall fail to mail such notice within ten days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 11.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Servicer and the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0111.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Residual Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Transferor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Transferor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 9.03, such successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner TrusteeTrustee in the State of Delaware. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Transferor shall mail notice of such acceptance of appointment including the successor name of such successor Owner Trustee to all Trust Certificateholdersthe Indenture Trustee, the Indenture Trustee Noteholders and each Rating Agency. If the Depositor Transferor shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorTransferor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at Insurers, the expense of Noteholders and the DepositorRating Agencies.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Administrator and the Insurers (so long as the Notes are Outstanding) and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Insurers (so long as the Notes are Outstanding), the Noteholders and each the Rating AgencyAgencies. If the Depositor shall fail Administrator fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and 27 obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Depositor and the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses in its individual capacity deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders, the Insurer and each the Rating AgencyAgencies. If the Depositor shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Depositor and to its predecessor Owner Trustee an instrument accepting such appointment under this the Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this the Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses owing to it in its individual capacity deliver to the successor Owner Trustee all documents and statements and monies held by it under this the Trust Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee Trustee, the Administrative Agent and each Rating Agencythe Paying Agent. If the Depositor shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Sponsor, the Master Servicer, the Note Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Sponsor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Master Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor Master Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorMaster Servicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as the Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Depositor shall deliver by mail or email (or shall cause to be delivered by mail or email) notice of the successor of such the Owner Trustee to all Trust Certificateholdersthe Certificateholder, Indenture Trustee, the Indenture Trustee Noteholders and each of the Rating AgencyAgencies. If the Depositor shall fail to mail (or cause to be mailed) such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Servicer, the Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor successor Owner Trustee shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, Certificateholders and the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this AgreementAgreement and deliver to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the successor Owner Trustee, and thereupon thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; Agreement and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Any successor Owner Trustee appointed pursuant to this Section shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each Rating Agency. If the Depositor Administrator shall fail to mail such notice within ten days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Company and the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the DepositorCompany, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. ------------ Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Company shall mail notice of the successor of such Owner Trustee to all Trust CertificateholdersOwners, the Administrator, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor shall fail Company fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Administrator and the Insurer (so long as the Class A Notes are Outstanding) and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Insurer (so long as the Class A Notes are Outstanding), the Noteholders and each the Rating AgencyAgencies. If the Depositor shall fail Administrator fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Owner Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Owner Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Owner Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at Noteholders and the expense of the DepositorRating Agencies.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to [_______], the Administrative Agent Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent . [_______] and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor successor Owner Trustee shall mail notice of the successor of such Owner Trustee to all Trust CertificateholdersCertificateholder(s), the Indenture Trustee Trustee, and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent [Administrator]/[Indenture Trustee] and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor [Administrator]/[Indenture Trustee] shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor [Administrator]/[Indenture Trustee] shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor[Administrator]/[Indenture Trustee].

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 11.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Servicer and the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0111.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Residual Certificateholders, the Indenture Trustee Trustee, the Bondholders and each the Rating AgencyAgencies. If the Depositor shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Seller, the Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Seller and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Insurer, and each Rating Agencythe Noteholders. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer. The successor Owner Trustee shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner (NALT 20[•]-[•] Amended and Restated Trust Agreement) Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Transferor, the Note Insurer, the Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Transferor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Trust Collateral Agent, the Note Insurer, the Noteholders and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, such successor Owner Trustee shall file or cause to be filed an amendment to the Certificate of Trust of the Secretary of State in the State of Delaware, identifying its name and place of business in Delaware (the cost of which shall be borne by the Bank).

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agencythe Owners. If the Depositor shall fail fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Master Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Master Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Master Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorMaster Servicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. Table of Contents No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 hereof shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents documents, statements, moneys and statements and monies properties held by it under this Agreement; and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept such appointment as provided in this Section unless 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1 hereof. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Depositor Administrator shall mail notice of the successor of such Owner Trustee to all Trust the Issuer, the Depositor, the Eligible Lender Trustee, the Master Servicer, the Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.. 29 (NALT 2006-A Amended and Restated Trust Agreement)

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Seller, the Class A Insurer, the Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Seller and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Class A Insurer, the Class A Noteholders and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Secretary of State of Delaware, identifying the name and address of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner TrusteeTrustee (if acceptable to the Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Indenture Trustee and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1 above. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Depositor Indenture Trustee shall mail notice of the successor of such Owner Trustee to all Trust the Seller, the Depositor, the Certificateholders, the Indenture Trustee Class A Noteholders, the Insurer and each the Rating AgencyAgencies. If the Depositor shall fail Indenture Trustee fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall notify the Indenture Trustee. If the Indenture Trustee fails to mail such notice after notification by the successor Owner Trustee, the Owner Trustee shall cause such notice to be mailed at the expense of the DepositorIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Sponsor, the Master Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Sponsor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Master Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the The successor Owner Trustee shall cause file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such notice to be mailed at successor Owner Trustee in the expense State of the DepositorDelaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Trust Administrator, and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Trust Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible an Eligible Owner Trustee pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Trust Administrator shall mail notice of thereof to the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Facility Administrator and each Rating Agencythe Noteholders. If the Depositor Trust Administrator shall fail to mail such notice within ten days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorTrust Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Bond Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The Upon the written request of such successor Owner Trustee, the predecessor Owner Trustee shall, shall upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner TrusteeBond Administrator, the successor Owner Trustee shall cause such notice to be mailed at Bondholders, the expense of Bond Insurer and the DepositorRating Agencies.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee and to its predecessor predeces sor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this AgreementTrust Agree ment, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at Bondholders and the expense of the DepositorRating Agencies.

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Transferor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Transferor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Transferor shall mail notice of such acceptance of appointment including the successor name of such successor Owner Trustee to all Trust Certificateholdersthe Indenture Trustee, the Indenture Trustee Noteholders and each Rating Agency. If the Depositor Transferor shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorTransferor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.01 or 10.02 shall execute, acknowledge and deliver to the Administrative Agent Depositor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested vested, with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and documents, all statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Trust Administrator shall mail notice of the successor of such Owner Trustee thereof to all Trust CertificateholdersOwners, the Indenture Trustee Trustee, the Noteholders, and each the Rating AgencyAgencies. If the Depositor Trust Administrator shall fail to mail such notice within ten 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorTrust Administrator. Any successor Owner Trustee appointed pursuant to this Section 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 9.02 shall execute, acknowledge and deliver to the Administrative Agent Indenture Trustee, the Note Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.019.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Depositor such successor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all Trust Certificateholders, the Indenture Trustee Trustee, the Note Insurer and each the Rating Agency. If Agencies and shall file a certificate of amendment to the Depositor shall fail to mail such notice within ten days after acceptance Certificate of appointment by Trust reflecting the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor's name and address.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Depositor, the Servicer, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Noteholders and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer. Any successor Owner Trustee appointed hereunder shall promptly file a certificate of amendment to the Certificate of Trust with the Delaware Secretary of State.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Trust Depositor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment receipt of its fees fees, expenses and expenses, indemnity due and owing to the Owner Trustee deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Trust Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of thereof to the successor of such Owner Trustee to all Trust CertificateholdersEquity Certificateholder, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.Noteholders and each Rating

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Seller, the Class A Insurer, the Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Seller and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Class A Insurer, the Swap Counterparty, the Class A Noteholders and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Secretary of State of Delaware, identifying the name and address of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this (Nissan 2004-C Amended & Restated Trust Agreement) Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Administrator shall mail notice of the successor of such the Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, all Noteholders and each the Rating AgencyAgencies. If the Depositor shall fail Administrator fails to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 10.2 shall execute, acknowledge and deliver to the Administrative Agent Transferor, the Note Insurer, the Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent Transferor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.0110.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor Servicer shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee Trustee, the Trust Collateral Agent, the Note Insurer, the Noteholders and each the Rating AgencyAgencies. If the Depositor Servicer shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the DepositorServicer. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, such successor Owner Trustee shall file or cause to be filed an amendment to the Certificate of Trust of the Secretary of State in the State of Delaware, identifying its name and place of business in Delaware (the cost of which shall be borne by the Trust).