Common use of Successor Owner Trustee Clause in Contracts

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Board, the Seller, 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 upon payment of its fees, expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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, 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 10.2 9.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Owner Trust Agreement; and the Board 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. 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 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Servicer Indenture Trustee shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Indenture Trustee shall fail to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall 10.02 will execute, acknowledge and deliver to the Board, the Seller, the Servicer Beneficiary 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 will become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall will 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 will upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Beneficiary and the predecessor Owner Trustee shall will 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. No successor Owner Trustee shall will accept appointment as provided in this Section 10.03 unless at the time of such acceptance such successor Owner Trustee shall will be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.03, the Servicer shall Beneficiary will mail notice of such acceptance of appointment, including the successor name of such successor Owner Trustee to all Certificateholdersthe Transferor, the Administrator, the Indenture Trustee, the Noteholders and the each Note Rating AgenciesAgency. If the Servicer shall Beneficiary will fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall will cause such notice to be mailed at the expense of the ServicerBeneficiary. Any Upon acceptance of appointment by a successor Owner Trustee appointed pursuant to this Section 10.3 shall promptly 10.03, such successor Owner Trustee will file an amendment to the Certificate of Trust with the Secretary of State, identifying State reflecting the name and address 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 10.2 shall execute, acknowledge and deliver to the Board, the Seller, 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 upon payment of its fees, expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed provided at the expense of the Servicer. 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, 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 10.2 shall execute, acknowledge and deliver to the Board, the Seller, 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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, 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 10.2 9.2 shall execute, acknowledge and deliver to the Board, Depositor and the Seller, the Servicer Securities 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Securities Administrator, the 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. 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 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Securities Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholdersthe Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail Securities Administrator fails to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareSecurities Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the BoardDepositor, the SellerMaster Servicer, the Servicer each Series Support Provider 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Master Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Master Servicer shall fail to mail such notice within 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 Master Servicer. 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, State identifying the name and address 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 10.2 shall execute, acknowledge and deliver to the BoardDepositor, the SellerServicer, the Servicer any Support Provider and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the its predecessor Owner Trustee shall become effective and such the 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Administrator, the Noteholders and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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, State identifying the name and address 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 10.2 shall 9.2 will execute, acknowledge and deliver to the BoardDepositor, the SellerServicer, the Servicer Administrator, 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 will become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall will 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 will upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Depositor, the Administrator and the predecessor Owner Trustee shall will 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. No successor Owner Trustee shall will accept appointment as provided in this Section 9.3 unless at the time of such acceptance such successor Owner Trustee shall will be eligible pursuant to Section 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.3, the Servicer shall Administrator will mail notice of the successor of such Owner Trustee to all the Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail Administrator fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall will cause such notice to be mailed at the expense of the Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Board, the Seller, 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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 StateState 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 10.2 9.02 shall execute, acknowledge and deliver to the BoardIndenture Trustee, the Seller, the Servicer Credit Enhancer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Board 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. 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 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Servicer Certificate Registrar shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Indenture Trustee, the Noteholders Noteholders, the Credit Enhancer and the Rating Agencies. If the Servicer Certificate Registrar shall fail to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareTrust.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the BoardDepositor, the SellerServicer, the Servicer 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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, 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 10.2 10.01 or 10.02 shall execute, acknowledge and deliver to the BoardDepositor, the Seller, the Servicer 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 shall, upon payment of its fees, fees and expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 as a successor Owner Trustee pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Depositor shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Master Servicer, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Depositor shall fail to mail such notice within 10 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 ServicerTrust. Any successor Owner Trustee appointed pursuant to this Section 10.3 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State, State identifying the name and address 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 10.2 10.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer Owner 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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 duties, and obligations. 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 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Seller shall mail notice of the successor of such Owner Trustee to all Certificateholdersthe Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Seller shall fail to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareSeller.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the BoardDepositor, the SellerMaster Servicer, the Servicer any Support Provider and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the its predecessor Owner Trustee shall become effective and such the 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Master Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Insurer, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Master Servicer shall fail to mail such notice within 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 Master Servicer. 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, State identifying the name and address 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 10.2 shall execute, acknowledge and deliver to the BoardSeller, the SellerAdministrator, the Controlling Party, 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Administrator shall mail notice of the successor of such Owner Trustee to all CertificateholdersResidual Interestholders, the Indenture Trustee, the Noteholders Controlling Party, the Noteholders, the Servicer and the Rating Agencies. If the Servicer Administrator shall fail to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 above shall execute, acknowledge and deliver to the Board, the Seller, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Board 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. 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 10.19.01 above. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Servicer Indenture Trustee shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Indenture Trustee, the Noteholders Noteholders, the Rating Agencies and the Rating AgenciesEnhancer. If the Servicer Indenture Trustee shall fail to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the BoardDepositor, the SellerMaster Servicer, the Servicer any Support Provider and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the its predecessor Owner Trustee shall become effective and such the 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Master Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Administrator, the Noteholders and the Rating Agencies. If the Master Servicer shall fail to mail such notice within 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 Master Servicer. 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, State identifying the name and address 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 10.2 shall execute, acknowledge and deliver to the Board, the Seller, 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses and any other amounts due to it hereunder deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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 and obligations. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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, 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 10.2 10.01 or 10.02 shall execute, acknowledge and deliver to the BoardDepositor, the Seller, the Servicer 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 shall, upon payment of its fees, fees and expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 as a successor Owner Trustee pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Depositor shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Servicer, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Depositor shall fail to mail such notice within 10 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 ServicerTrust. Any successor Owner Trustee appointed pursuant to this Section 10.3 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State, State identifying the name and address 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 10.2 11.2 shall execute, acknowledge and deliver to the BoardSponsor, the SellerServicer, the Servicer Insurer and Xxxxxxx Mac 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.111.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Residual Certificateholders, the Indenture Trustee, the Noteholders Securityholders and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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, 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 10.2 10.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer Beneficiary 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies and other property held by it under this Agreement; and the Board Beneficiary 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. 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 under Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.03, the Servicer Beneficiary shall mail notice of such acceptance of appointment, including the successor name of such successor Owner Trustee to all Certificateholdersthe Transferor, the Administrator, the Indenture Trustee, the Noteholders and the each Note Rating AgenciesAgency. If the Servicer Beneficiary shall fail to mail such notice within 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 ServicerBeneficiary. Any Upon acceptance of appointment by a successor Owner Trustee appointed pursuant to this Section 10.3 10.03, such successor Owner Trustee shall promptly file an amendment to the Certificate of Trust with the Secretary of State, identifying State reflecting the name and address 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 10.2 10.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer 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 shall, upon payment of its fees, fees and expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. (NALT 2010-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 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee, the Noteholders Trustee and the each Rating AgenciesAgency. If the Servicer Depositor shall fail to mail such notice within 10 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer Certificate Registrar 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Certificate Registrar 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. No xxxxxxxxxxx.Xx 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 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Depositor shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail Depositor fails to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the BoardIndenture Trustee and the Depositor, the Seller, 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 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Depositor, 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. 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 10.110.01 hereof. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Depositor shall mail notice of thereof to the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders Agent and the Rating AgenciesNoteholders. If the Servicer Depositor shall fail to mail such notice within 10 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the BoardGeneral Partner, the SellerServicer, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Security Insurer, the Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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, 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 10.2 10.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer Depositor and to its predecessor Owner Trustee 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 Trustee, shall, upon payment receipt of its fees, expenses, expenses and indemnification amounts, 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 Board 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. 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 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Administrator shall mail notice of thereof to the successor of such Owner Trustee to all CertificateholdersEquity Certificateholder, the Indenture Trustee, the Noteholders and the each Rating AgenciesAgency. If the Servicer Administrator shall fail to mail such notice within 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 ServicerDepositor. Any successor Owner Trustee appointed pursuant to this Section 10.3 10.03 shall promptly file an amendment to the Certificate of Trust with the Delaware Secretary of State, State identifying the name and address 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 10.2 9.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Owner Trust Agreement; and the Board 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. 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 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Servicer Indenture Trustee shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Indenture Trustee shall fail to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.2 shall execute, acknowledge and deliver to the Board, Depositor and the Seller, the Servicer Securities 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Securities Administrator, the 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. 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 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Securities Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail Securities Administrator fails to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareSecurities Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 SECTION 9.2 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. No successor Owner Trustee shall accept appointment as provided in this Section SECTION 9.3 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1SECTION 9.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSECTION 9.3, the Servicer Transferor shall mail notice of such acceptance of appointment including the successor name of such successor Owner Trustee to all CertificateholdersTransferor, the Indenture Trustee, the Noteholders and the each Rating AgenciesAgency. If the Servicer Transferor shall fail to mail such notice within 10 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 ServicerTransferor. Any Upon acceptance of appointment by a successor Owner Trustee appointed pursuant to this Section 10.3 SECTION 9.3, such successor Owner Trustee shall promptly file an amendment to the Certificate of Trust with the Secretary of State, State of the State of Delaware identifying the name and address 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 10.2 9.02 shall execute, acknowledge and deliver to the BoardIndenture Trustee, the Seller, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Trust Agreement; and the Board 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. 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 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Servicer Paying Agent shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Indenture Trustee, the Noteholders Noteholders, the Rating Agencies and the Rating AgenciesEnhancer. If the Servicer Paying Agent shall fail to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawarePaying Agent.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other 29 (Amended & Restated Trust Agreement) 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. 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 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Administrator shall mail notice of the successor of such the Owner Trustee to all Certificateholders, the Indenture Trustee, the all Noteholders and the Rating Agencies. If the Servicer shall fail Administrator fails to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 Section10.01 shall execute, acknowledge execute and deliver to the BoardAdministrator, the SellerDepositor, the Servicer and to its the predecessor Owner Trustee an instrument accepting such appointment as trustee under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such effective. The successor Owner Trustee, without any further act, deed or conveyance, Trustee shall become fully vested with all the rights, powers, duties rights and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner TrusteeTrustee without any further act, deed, or conveyance. The predecessor Owner Trustee shall upon payment of its fees, expenses, and indemnification amounts, promptly deliver to the successor Owner Trustee all documents and statements documents, statements, and monies held by it under this Agreement; and the Board . The Administrator and the predecessor Owner Trustee shall execute and deliver such any instruments and do such other things as may reasonably be required anything else for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties rights and obligationsobligations under this 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 10.1. Upon acceptance of appointment by When a successor Owner Trustee accepts its appointment pursuant to this Section, the Servicer Administrator shall mail notice of the successor of such Owner Trustee change in trustee to all the Certificateholders, the Depositor, the Indenture Trustee, the Noteholders Noteholders, the Credit Enhancer, and the Rating Agencies. If the Servicer shall fail Administrator fails to mail such that notice within 10 ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such mail that notice to be mailed at the expense of the ServicerAdministrator. Any The 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, State of the State of Delaware identifying the name and address principal place of such successor Owner Trustee business in the State of DelawareDelaware of the successor Owner Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 15.12 hereof shall execute, acknowledge acknowledge, and deliver to the Board, the Seller, the Servicer and to its the 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, expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. No successor Owner Trustee shall accept appointment as provided in this Section 15.13 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.115.11 hereof. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 15.13, the Servicer shall mail notice of the successor of such Owner Trustee under this Agreement to all Certificateholders, the Indenture Trustee, Trustee and to the Noteholders and Holder of the Rating AgenciesCertificate at its address as shown in the Certificate Register. If the Servicer shall fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall Trust and Servicing Agreement cause such notice to be mailed at the expense of the Servicer (or if BVAC is no longer the Servicer. Any successor , the Owner Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust be reimbursed for such expenses in accordance with the Secretary priorities set forth in Section 8.05(a) of State, identifying the name and address of such successor Owner Trustee in the State of DelawareIndenture).

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section SECTION 10.2 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer 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 shall, upon payment of amounts owing to it in its fees, expenses, and indemnification amountsindividual capacity, deliver to the successor Owner Trustee all documents and documents, statements and monies held by it under this Agreement; , and the Board 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. No successor Owner Trustee shall accept appointment as provided in this Section unless SECTION 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section SECTION 10.1. Any successor Owner Trustee appointed pursuant to this SECTION 10.3 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 SectionSECTION 10.3, the Servicer Administrator shall mail notice of such appointment to the successor of such Owner Trustee to all CertificateholdersDepositor, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Administrator shall fail to mail such notice within 10 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Board, the Seller, 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses and any other amounts due to it hereunder deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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 and obligations. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders Noteholders, and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor sucessor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon . Upon the resignation or removal of the predecessor Owner Trustee shall become becoming effective and pursuant to Section 10.2, 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, fees and expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; , and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Servicer Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Administrator shall fail to mail such notice within 10 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 hereof shall execute, acknowledge and deliver to the BoardIndenture Trustee and the Depositor, the Seller, 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 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Depositor, 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. 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 10.110.01 hereof. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Depositor shall mail notice of thereof to the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders Agent and the Rating AgenciesNoteholders. If the Servicer Depositor shall fail to mail such notice within 10 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.01 or 10.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer 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, fees and expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Administrator shall mail (or shall cause to be mailed) notice of the successor of such Owner Trustee thereof to all Certificateholders, the Servicer, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Administrator shall fail to mail (or shall cause to be mailed) such notice within 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 ServicerAdministrator. Any successor Owner Trustee appointed pursuant to this Section 10.3 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State, State identifying the name and address 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 10.2 9.2 shall execute, acknowledge and deliver to the BoardDepositor, the SellerServicer[, the Servicer 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholdersthe Certificateholder, the Indenture Trustee, the Noteholders Noteholders[, the Insurer] and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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, 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 10.2 9.02 shall execute, acknowledge and deliver to the Board, Depositor and the Seller, the Servicer Securities 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Depositor, the Securities Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be Trust Agreement required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. 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 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Securities Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail Securities Administrator fails to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareSecurities Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.01 shall execute, acknowledge execute and deliver to the BoardAdministrator, the SellerDepositor, the Servicer and to its the predecessor Owner Trustee an instrument accepting such appointment as trustee under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such effective. The successor Owner Trustee, without any further act, deed or conveyance, Trustee shall become fully vested with all the rights, powers, duties rights and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner TrusteeTrustee without any further act, deed, or conveyance. The predecessor Owner Trustee shall upon payment of its fees, expenses, and indemnification amounts, promptly deliver to the successor Owner Trustee all documents and statements documents, statements, and monies held by it under this Agreement; and the Board . The Administrator and the predecessor Owner Trustee shall execute and deliver such any instruments and do such other things as may reasonably be required anything else for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties rights and obligationsobligations under this 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 10.1. Upon acceptance of appointment by When a successor Owner Trustee accepts its appointment pursuant to this Section, the Servicer Administrator shall mail notice of the successor of such Owner Trustee change in trustee to all the Certificateholders, the Depositor, the Indenture Trustee, the Noteholders Noteholders, the Credit Enhancer, and the Rating Agencies. If the Servicer shall fail Administrator fails to mail such that notice within 10 ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such mail that notice to be mailed at the expense of the ServicerAdministrator. Any The 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, State of the State of StateDelaware identifying the name and address principal place of such successor Owner Trustee business in the State of DelawareDelaware of the successor Owner Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer Administrator and to its (Nissan 2005-C Amended and 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Administrator shall mail notice of the successor of such the Owner Trustee to all Certificateholders, the Indenture Trustee, the all Noteholders and the Rating Agencies. If the Servicer shall fail Administrator fails to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareAdministrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the BoardSeller, the SellerClass 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Class A Insurer, the Class A Noteholders and the Rating AgenciesAgency. If the Servicer shall fail to mail such notice within 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 Servicer. 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 StateState 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 10.2 10.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies moneys held by it under this the Trust Agreement; and the Board 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. 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 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Depositor shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Indenture Trustee, the Noteholders Noteholders, the Paying Agent, the Note Insurer, the Swap Counterparty and the Rating Agencies. If the Servicer Depositor shall fail to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 15.12 shall execute, acknowledge acknowledge, and deliver to the Board, the Seller, 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 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, expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. No successor Owner Trustee shall accept appointment as provided in this Section 15.13 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.115.11. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 15.13, the Servicer shall mail notice of the successor of such Owner Trustee under this Agreement to all Certificateholders, the Indenture Trustee, Trustee and to the Noteholders and Holder of the Rating AgenciesCertificate at its address as shown in the Certificate Register. If the Servicer shall fail to mail such notice within 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 Servicer (or if BVAC is no longer the Servicer. Any successor , the Owner Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust be reimbursed for such expenses in accordance with the Secretary priorities set forth in Section 9.05(a) of State, identifying the name and address of such successor Owner Trustee in the State of DelawareIndenture).

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the BoardDepositor, the SellerMaster Servicer, the Servicer any Support Provider 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 the 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Master Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, [the Insurer, ]the Indenture Trustee, the Noteholders and the Rating Agencies. If the Master Servicer shall fail to mail such notice within 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 Master Servicer. 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, State identifying the name and address 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 10.2 10.02 shall execute, acknowledge and deliver to the BoardIndenture Trustee and the the Depositor, the Seller, 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 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Depositor, 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. 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 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Depositor shall mail notice of thereof to the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders Agent and the Rating AgenciesNoteholders. If the Servicer Depositor shall fail to mail such notice within 10 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall 9.2 will execute, acknowledge and deliver to the BoardDepositor, the SellerServicer, the Servicer Administrator, 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 will become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall will 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 will upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Depositor, the Administrator and the predecessor Owner Trustee shall will 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. No successor Owner Trustee shall will accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall will be eligible pursuant to Section 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall Administrator will mail notice of the successor of such Owner Trustee to all Certificateholdersthe Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall Administrator will fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall will cause such notice to be mailed at the expense of the Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareAdministrator.

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.2 10.01 or 10.02 shall execute, acknowledge and deliver to the BoardAdministrator, the Seller, the Servicer 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 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Administrator shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Servicer, the Indenture Trustee, the Noteholders Noteholders, the Note Insurer and the Rating Agencies. If the Servicer Administrator shall fail to mail such notice within 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 ServicerAdministrator. Any successor Owner Trustee appointed pursuant to this Section 10.3 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State, State identifying the name and address 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 10.2 9.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses promptly deliver to the successor Owner Trustee all documents and statements and monies held by it under this Owner Trust Agreement; and the Board 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. 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 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Servicer Indenture Trustee shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Indenture Trustee shall fail to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall 9.2 will execute, acknowledge and deliver to the Board, the Seller, the Servicer Servicer, the Administrator, 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 will become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall will 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 will upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Seller, the Administrator and the predecessor Owner Trustee shall will 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. No successor Owner Trustee shall will accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall will be eligible pursuant to Section 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall will mail notice of the successor of such Owner Trustee to all Certificateholdersthe Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall will fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall will cause such notice to be mailed at the expense of the Servicer. 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, 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 10.2 10.01 or 10.02 shall execute, acknowledge and deliver to the BoardDepositor, the Seller, the Servicer 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 shall, upon payment of its fees, fees and expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 as a successor Owner Trustee pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Depositor shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Servicer, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Depositor shall fail to mail such notice within 10 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 ServicerIssuer. Any successor Owner Trustee appointed pursuant to this Section 10.3 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State, State identifying the name and address principal place of business of such successor Owner Trustee in the State of Delaware.. 28 Amended and Restated Trust Agreement

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.01 or 10.02 shall execute, acknowledge and deliver to the BoardDepositor, the Seller, the Servicer 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 shall, upon payment of its fees, fees and expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 as a successor Owner Trustee pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Depositor shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Servicer, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Depositor shall fail to mail such notice within 10 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 ServicerTrust. Any successor Owner Trustee appointed pursuant to this Section 10.3 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State, State identifying the name and address 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 10.2 10.02 shall execute, acknowledge and deliver to the BoardSponsor, the SellerMaster Servicer, the Servicer 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Master Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders Insurer, and the Rating AgenciesNoteholders. If the Master Servicer shall fail to mail such notice within 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 Master Servicer. Any The 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, identifying State reflecting the name and address 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 10.2 SECTION 9.2 shall execute, acknowledge and deliver to the BoardDepositor, the SellerServicer, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1SECTION 9.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholdersthe Certificateholder, the Indenture Trustee, the Noteholders Noteholders, the Security Insurer and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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, 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 10.2 10.01 or 10.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer 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, fees and expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Administrator and the predecessor Owner Trustee shall execute and deliver such instruments 29 (2005-A Amended and Restated Trust Agreement) 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. 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 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Administrator shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Servicer, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Administrator shall fail to mail such notice within 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 ServicerAdministrator. Any successor Owner Trustee appointed pursuant to this Section 10.3 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State, State identifying the name and address 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 10.2 9.2 shall execute, acknowledge and deliver to the BoardDepositor, the SellerServicer[, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholdersthe Certificateholder, the Indenture Trustee, the Noteholders Noteholders, [the Security Insurer] and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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, 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 10.2 10.01 or 10.02 shall execute, acknowledge and deliver to the Board, the Seller, the Servicer 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, fees and expenses, and indemnification amounts, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 32 (2013-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 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Administrator shall mail notice of the successor of such Owner Trustee thereof to all Certificateholders, the Servicer, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer Administrator shall fail to mail such notice within 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 ServicerAdministrator. Any successor Owner Trustee appointed pursuant to this Section 10.3 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State, State identifying the name and address 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 10.2 shall 9.2 will execute, acknowledge and deliver to the BoardDepositor, the SellerServicer, the Servicer Administrator, 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 will become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall will 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 will upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Depositor, the Administrator and the predecessor Owner Trustee shall will 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. No successor Owner Trustee shall will accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall will be eligible pursuant to Section 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall will mail notice of the successor of such Owner Trustee to all Certificateholdersthe Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall will fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall will cause such notice to be mailed at the expense of the Servicer. 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, 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 10.2 9.2 shall execute, acknowledge and deliver to the BoardDepositor, the SellerServicer, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholdersthe Certificateholder, the Indenture Trustee, the Noteholders Noteholders, the Security Insurer and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. Any successor Owner Trustee appointed pursuant Back to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Secretary of State, identifying the name and address of such successor Owner Trustee in the State of Delaware.Contents

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.2 shall execute, acknowledge and deliver to the Board, Depositor and the Seller, the Servicer Securities 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board Securities Administrator, the 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. 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 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer Securities Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail Securities Administrator fails to mail such notice within 10 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of DelawareSecurities Administrator.

Successor Owner Trustee. Any successor Owner ----------------------- Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the BoardSponsor, the SellerServicer, the Servicer Credit Enhancer 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, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail to mail such notice within 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 Servicer. 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, 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 10.2 shall execute, acknowledge and deliver to the BoardParagon Auto, the SellerServicer, the Servicer 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 upon payment of its fees, expenses, fees and indemnification amounts, expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Board . Paragon Auto 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. 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 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to all CertificateholdersCertificateholder(s), the Indenture Trustee, the Noteholders Noteholders, the Note Insurer and the Rating AgenciesAgency. If the Servicer shall fail to mail such notice within 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 Servicer. 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, identifying the name and address of such successor Owner Trustee in the State of Delaware.