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 Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, statements and monies held by it under this Agreement, and the 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 10.3 unless, at the time of such acceptance, such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3, the Administrator shall mail notice of such appointment to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator Seller, the Indenture Trustee, the Note Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner TrusteeTrustee (if acceptable to the Note Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3Section, the Administrator Seller shall mail notice of the successor of such appointment Owner Trustee to all Certificateholders, the Indenture Trustee, the NoteholdersOwners, the Swap Counterparty Note Insurer and the Rating Agencies. If the Administrator shall fail Seller fails to mail such notice within ten (10) 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 AdministratorSeller.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator Seller, the Class A Insurer, the Backup Insurer, the Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3Section, the Administrator Servicer shall mail notice of the successor of such appointment Owner Trustee to all Certificateholders, the Indenture Trustee, the NoteholdersClass A Insurer, the Swap Counterparty Backup Insurer, the Class A Noteholders and the Rating Agencies. If the Administrator Servicer shall fail to mail such notice within ten (10) 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 AdministratorServicer. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Secretary of State of Delaware, identifying the name and address of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.1 above. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3, the Administrator Indenture Trustee shall mail notice of the successor of such appointment Owner Trustee to all Certificateholdersthe Transferor, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator shall fail Indenture Trustee fails to mail such notice within ten (10) 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 AdministratorIndenture Trustee. Any successor Owner Trustee shall promptly file a certificate of amendment identifying the name and principal place of business of the Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective 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 and expenses, deliver to the successor Owner Trustee all documents, statements and monies held by it under this Trust Agreement, and the 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 10.3 unless, at the time of such acceptance, such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3, the Administrator shall mail notice of such appointment to all Certificateholders, the Indenture Trustee, the Noteholders[, the Swap Counterparty Counterparty] and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator and the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail notice of the successor of such appointment Owner Trustee to all Certificateholders, the Indenture Trustee, the NoteholdersInsurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer), the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator shall fail fails to mail such notice within ten (10) 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 Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, 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 and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, statements statements, moneys and monies properties held by it under this Agreement, ; and the 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 such appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3Section, the Administrator shall mail notice of the successor of such appointment Owner Trustee to all Certificateholdersthe Excess Distribution Certificateholder, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating AgenciesAgencies then rating the Notes. If the Administrator shall fail to mail such notice within ten (10) 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 Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this AgreementAgreement and deliver to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the successor Owner Trustee, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, Agreement and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. 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 Section 10.3Section, the Administrator shall mail notice of such appointment thereof to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty and each Rating Agency that has provided ratings of the Rating AgenciesNotes. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligationsobligations to the successor Owner Trustee. To the extent not paid by the successor Owner Trustee, the Administrator shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of 25 (Nissan 2013-B Amended & Restated Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Agreement) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail or otherwise provide notice of such appointment the successor of the Owner Trustee to all Certificateholders, the Indenture Trustee, the all Noteholders, the Swap Counterparty and the Rating Agencies. If the Administrator shall fail fails to mail or otherwise provide such notice within ten (10) 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed or otherwise provided at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or 27 (NALT 2019-B Amended and Restated Trust Agreement) conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator Depositor shall mail notice of the successor of such appointment Owner Trustee to all Trust Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Trustee and the each Rating AgenciesAgency. If the Administrator Depositor shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator Depositor, the Certificateholder 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, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documentsdocuments and statements, statements monies, and monies other property held by it under this Agreement, ; and the Administrator 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator Depositor shall mail notice of the appointment of such appointment successor Owner Trustee to all Certificateholdersthe Certificateholder, the Indenture Trustee, the NoteholdersAdministrator, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator Depositor shall fail to mail such notice within ten (10) 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 AdministratorDepositor.

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 Trust Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Trust Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Trust Administrator shall mail notice of such appointment thereof to all Certificateholders, the Servicer, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating Agencies. If the Trust Administrator shall fail to mail such notice within ten (10) 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 AdministratorTrust. Any successor Owner Trustee appointed pursuant to this Section 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, 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 27 (NALT 2019-A Amended and Restated Trust Agreement) Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator Depositor shall mail notice of the successor of such appointment Owner Trustee to all Trust Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Trustee and the each Rating AgenciesAgency. If the Administrator Depositor shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or 27 (NALT 2020-A Amended and Restated Trust Agreement) conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator Depositor shall mail notice of the successor of such appointment Owner Trustee to all Trust Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Trustee and the each Rating AgenciesAgency. If the Administrator Depositor shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 15.12 hereof shall execute, acknowledge acknowledge, and deliver to the Administrator Servicer and to its the predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed deed, or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. Any successor Owner Trustee appointed hereunder shall file an amendment to the Certificate of Trust with the Delaware Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, 15.13 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware15.11 hereof. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.315.13, the Administrator Servicer shall mail notice of the successor of such appointment Owner Trustee under this Agreement to all Certificateholders, the Indenture Trustee, to each Residual Interest Holder at its address as shown in the Noteholders, Residual Interest Registrar and to each Certificateholder at its address as shown in the Swap Counterparty and the Rating AgenciesCertificate Register. If the Administrator Servicer shall fail to mail such notice within ten (10) 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 AdministratorServicer (or if BVAC is no longer the Servicer, the Owner Trustee shall be reimbursed for such expenses in accordance with the priorities set forth in Section 8.05(a) of the Indenture).

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, 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 27 (NALT 2021-A Amended and Restated Trust Agreement) predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator Depositor shall mail notice of the successor of such appointment Owner Trustee to all Trust Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Trustee and the each Rating AgenciesAgency. If the Administrator Depositor shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, 9.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.39.03, the Administrator shall mail notice of such acceptance of appointment including the name of such successor Owner Trustee to all Certificateholdersthe Transferors, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the each Note Rating AgenciesAgency. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 9.03 such successor Owner Trustee shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligationsobligations to the successor Owner Trustee. To the extent not paid by the successor Owner Trustee, the Administrator shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail or otherwise provide notice of such appointment the successor of the Owner Trustee to 28 (Nissan 2017-B Amended & Restated Trust Agreement) all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty all Noteholders and the Rating Agencies. If the Administrator shall fail fails to mail or otherwise provide such notice within ten (10) 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed or otherwise provided at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Trust Agreement, and the 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 10.3 unless, 9.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.39.03, the Administrator Indenture Trustee shall mail notice of such appointment thereof to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Rating Agencies and the Rating AgenciesEnhancer. If the Administrator Indenture Trustee shall fail to mail such notice within ten (10) 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 AdministratorIndenture Trustee.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligationsobligations to the successor Owner Trustee. To the extent not paid by the successor Owner Trustee, the Administrator shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of (NAROT 2018-B Amended & Restated Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Agreement) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail or otherwise provide notice of such appointment the successor of the Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty all Noteholders and the Rating Agencies. If the Administrator shall fail fails to mail or otherwise provide such notice within ten (10) 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed or otherwise provided at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail notice of the successor of such appointment Owner Trustee to all the Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty and the Rating Agencies. If the Administrator shall fail fails to mail such notice within ten (10) 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 Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 11.02 shall execute, acknowledge and deliver to the Administrator Issuer, the Sponsor, the Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor outgoing Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies moneys held by it under this Agreement, ; and the Administrator Sponsor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware11.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.311.03, the Administrator Sponsor shall mail notice of the successor of such appointment Owner Trustee to all the Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator shall fail Sponsor fails to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorSponsor. Any successor Owner Trustee appointed pursuant to this Section 11.03 shall file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator and the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail notice of the successor of such appointment Owner Trustee to all Certificateholders, the Indenture Trustee, the NoteholdersInsurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer), the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator shall fail fails to mail such notice within ten (10) 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 Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, 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 27 (NALT 2022-A Amended and Restated Trust Agreement) predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator Depositor shall mail notice of the successor of such appointment Owner Trustee to all Trust Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Trustee and the each Rating AgenciesAgency. If the Administrator Depositor shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligationsobligations to the successor Owner Trustee. To the extent not paid by the successor Owner Trustee, the Administrator shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of 28 (NAROT 2017-C Amended & Restated Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Agreement) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail or otherwise provide notice of such appointment the successor of the Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty all Noteholders and the Rating Agencies. If the Administrator shall fail fails to mail or otherwise provide such notice within ten (10) 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed or otherwise provided at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligationsobligations to the successor Owner Trustee. To the extent not paid by the successor Owner Trustee, the Administrator shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of 25 (Nissan 2013-C Amended & Restated Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Agreement) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail or otherwise provide notice of such appointment the successor of the Owner Trustee to all Certificateholders, the Indenture Trustee, the all Noteholders, the Swap Counterparty and the Rating Agencies. If the Administrator shall fail fails to mail or otherwise provide such notice within ten (10) 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed or otherwise provided at the expense of the Administrator.

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 Administrator Depositor, the Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible as a successor Owner Trustee pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator Depositor shall mail notice of such appointment thereof to all Certificateholders, the Servicer, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator Depositor shall fail to mail such notice within ten (10ten(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 AdministratorIssuer. Any successor Owner Trustee appointed pursuant to this Section 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 Sections 10.01 or 10.02 shall execute, acknowledge and deliver to the Administrator Administrator, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, 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 reasonable fees and expenses, expenses (and the reasonable fees and expenses of its agents and counsel) deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably reason ably 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, 10.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.310.03, the Administrator shall mail notice of such appointment thereof to all Certificateholdersthe Insurer, the Depositor, the Servicer, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the each Rating AgenciesAgency. If the Administrator shall fail to mail such notice within ten (10) 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 Administrator. Any successor Owner Trustee appointed pursuant to this Section 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.2 Sections 10.01 or 10.02 shall execute, acknowledge and deliver to the Administrator Administrator, the Insurer and to its the predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, 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 reasonable fees and expenses, expenses (and the reasonable fees and expenses of its agents and counsel) deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, 10.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.310.03, the Administrator shall mail notice of such appointment thereof to all Certificateholdersthe Insurer, the Depositor, the Servicer, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the each Rating AgenciesAgency. If the Administrator shall fail to mail such notice within ten (10) 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 Administrator. Any successor Owner Trustee appointed pursuant to this Section 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, and the 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 10.3 unless, at the time of such acceptance, such successor Owner Trustee shall be eligible pursuant to 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 succession in the State state of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3, the Administrator shall mail notice of the successor of such appointment Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator. SECTION 10.4.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, and the 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 10.3 unless, at the time of such acceptance, such successor Owner Trustee shall be eligible pursuant to 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 succession in the State state of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3, the Administrator shall mail notice of the successor of such appointment Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.. SECTION 10.4

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.2 shall execute, acknowledge and deliver to the Administrator Transferor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, 9.3 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.39.3, the Administrator Transferor shall mail notice of such acceptance of appointment including the name of such successor Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the each Rating AgenciesAgency. If the Administrator Transferor shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of Transferor. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 9.3, such successor Owner Trustee shall file an amendment to the AdministratorCertificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Depositor, the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as the Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3Section, the Administrator Depositor shall mail (or shall cause to be mailed) notice of such appointment the successor of the Owner Trustee to all Certificateholdersthe Certificateholder, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and each of the Rating Agencies. If the Administrator Depositor shall fail to mail (or cause to be mailed) such notice within ten (10) 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 Administrator.Depositor. 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, the principal place of business of such successor Owner Trustee in the State of Delaware. 20 Amended and Restated Trust Agreement (PFAST 20[ ]-[ ])

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, statements and monies held by it under this Agreement, and the 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 10.3 unless, at the time of such acceptance, such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3, the Administrator shall mail notice of such appointment to all Certificateholders, the Indenture Trustee, the Noteholders, [the Swap Counterparty Counterparty] and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor outgoing Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies moneys held by it under this Agreement, and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.310.03, the Administrator Depositor shall mail notice of the successor of such appointment Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Paying Agent and the Rating AgenciesNoteholders. If the Administrator shall fail Depositor fails to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor. Any successor Owner Trustee appointed pursuant to this Section 10.03 shall file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed ----------------------- pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, statements and monies held by it under this Agreement, and the 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 10.3 unless, at the time of such acceptance, such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3, the Administrator shall mail notice of such appointment to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail notice of such appointment the successor of the Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty all Noteholders and the Rating Agencies. If the (Nissan 2005-A Amended & Restated Trust Agreement) Administrator shall fail fails to mail such notice within ten (10) 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 Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail notice of such appointment the successor of the Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty all Noteholders and the Rating Agencies. If the Administrator shall fail fails to mail such notice within ten (10) 10 days after acceptance of appointment by the (Nissan 2003-B Amended & Restated Trust Agreement) successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator Depositor and to its predecessor Owner Trustee Trustee, an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, 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 Trustee, shall, upon payment receipt of its fees fees, expenses and expenses, indemnity due and owing to the Owner Trustee pursuant hereto deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, 10.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.310.03, the Administrator shall mail notice of such appointment thereof to all Certificateholdersthe Equity Certificateholder, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the each Rating AgenciesAgency. If the Administrator shall fail to mail such notice within ten (10) 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 AdministratorDepositor. Any successor Owner Trustee appointed pursuant to this Section 10.03 shall file an amendment to the Certificate of Trust with the Delaware Secretary of State identifying the name and principal place of business of such successor 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 Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, statements and monies held by it under this Agreement, and the 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 10.3 unless, at the time of such acceptance, such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3, the Administrator shall mail notice of such appointment to all Certificateholders, the Indenture Trustee, the Noteholders[, the Swap Counterparty Counterparty] and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator Depositor, the Indenture Trustee, the Bond Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner TrusteeTrustee (if acceptable to the Bond Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3Section, the Administrator Depositor shall mail notice of the successor of such appointment Owner Trustee to all Certificateholders, the Indenture Trustee, the NoteholdersBondholders, the Swap Counterparty Bond Insurer and the Rating Agencies. If the Administrator shall fail Depositor fails to mail such notice within ten (10) 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 AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Trust Agreement, and the 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 10.3 unless, 9.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.39.03, the Administrator such successor Owner Trustee shall mail notice of such appointment thereof to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Note Insurer and the Rating Agencies. If Agencies and shall file a certificate of amendment to the Administrator shall fail to mail such notice within ten (10) days after acceptance Certificate of appointment by Trust reflecting the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator's name and address.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 15.12 shall execute, acknowledge acknowledge, and deliver to the Administrator Servicer and to its the predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed deed, or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. Any successor Owner Trustee appointed hereunder shall file an amendment to the Certificate of Trust with the Delaware Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, 15.13 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware15.11. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.315.13, the Administrator Servicer shall mail notice of the successor of such appointment Owner Trustee under this Agreement to all Certificateholders, the Indenture Trustee, Trustee and to the Noteholders, Holder of the Swap Counterparty and Certificate at its address as shown in the Rating AgenciesCertificate Register. If the Administrator Servicer shall fail to mail such notice within ten (10) 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 Administrator.Servicer (or if BVAC is no longer the Servicer, the Owner Trustee shall be reimbursed for such expenses in accordance with the priorities set forth in Section 8.05(a) of the Indenture). TRUST AND SERVICING AGREEMENT 99

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator Depositor, the Certificateholders and to its predecessor Owner Trustee Trustee, with a copy thereof delivered to the Administrator, an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documentsdocuments and statements, statements monies and monies other property held by it under this Agreement, ; and the Administrator 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator Depositor shall mail notice of the appointment of such appointment successor Owner Trustee to all the Certificateholders, the Indenture Trustee, the NoteholdersAdministrator, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator Depositor shall fail to mail such notice within ten (10) 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 AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 14.09 shall execute, acknowledge acknowledge, and deliver to the Administrator Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed deed, or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. Any successor Owner Trustee appointed hereunder shall file an amendment to the Certificate of Trust with the Delaware Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, 14.10 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware14.08. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.314.10, the Administrator Servicer shall mail notice of the successor of such appointment Owner Trustee under this Agreement to all Certificateholders, the Indenture Trustee, Trustee and to the Noteholders, Holder of the Swap Counterparty and Certificate at its address as shown in the Rating AgenciesCertificate Register. If the Administrator Servicer shall fail to mail such notice within ten (10) 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 AdministratorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator Seller, the Indenture Trustee, the Note Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner TrusteeTrustee (if acceptable to the Note Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3Section, the Administrator Seller shall mail notice of the successor of such appointment Owner Trustee to all Certificateholders, the Indenture Trustee, the NoteholdersOwners of the Notes, the Swap Counterparty Note Insurer and the Rating Agencies. If the Administrator shall fail Seller fails to mail such notice within ten (10) 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 AdministratorSeller.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator Administrator[, the Securities Insurer] and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner TrusteeTrustee [(if acceptable to the Securities Insurer)], without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3Section, the Administrator shall mail notice of the successor of such appointment Owner Trustee to all CertificateholdersOwners, the Indenture Trustee, the Noteholders[, the Swap Counterparty Securities Insurer] and the Rating Agencies. If the Administrator shall fail fails to mail such notice within ten (10) 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 Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, . 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, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, and the 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 10.3 unless, at the time of such acceptance, such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3, the Administrator shall mail notice of the successor of such appointment Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any Owner Participant shall not appoint or cause or allow to be appointed a successor to Owner Trustee or an additional or separate trustee under the Trust Agreement without giving prior written notice of such appointment (including notification of the location (as such term is used in Section 9-307 of the Uniform Commercial Code) of each such successor, additional or separate trustee) to Lessee and Indenture Trustee. Owner Participant shall cause any such successor, additional or separate trustee, simultaneously with its assumption of duties in such capacity, to take all actions as may be reasonably requested by Indenture Trustee or Lessee (including, without limitation, the filing of financing statements), at Lessee’s expense, in order to establish, preserve, protect and perfect (to the extent practicable in the case of Buyer’s Transponders) Lessee’s interest in and to Buyer’s Transponders and Lessee’s rights under this Participation Agreement, the other Operative Documents and the XM Agreements and to execute and deliver to Lessee a counterpart of the Consent and Agreement and, so long as any Notes are outstanding, the mortgage and security interest of Indenture Trustee in the Indenture Estate granted or intended to be created under the Indenture and Indenture Trustee’s rights under this Participation Agreement, the other Operative Documents, and the XM Agreements, subject only to Permitted Liens. In the event of Trust Company’s resignation, Bankruptcy, or disqualification unrelated to its relationship with Owner Participant, the expenses incurred in connection with the appointment of a successor Owner Trustee appointed pursuant to Section 10.2 as a result thereof shall executebe paid by Lessee. Otherwise, acknowledge and deliver to the Administrator and to its predecessor in connection with Owner Trustee an instrument accepting such Participant’s appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor a successor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective expenses incurred in connection therewith 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 incremental increase in fees and expenses, deliver payable to the successor Owner Trustee all documents, statements and monies held by it under this Agreement, and the 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 10.3 unless, at the time of such acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.1. Any successor paid by 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 Section 10.3, the Administrator shall mail notice of such appointment to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorParticipant.

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, statements and monies held by it under this Agreement, and the 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 10.3 unless, at the time of such acceptance, such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3, the Administrator shall mail notice of such appointment to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, statements and monies held by it under this Agreement, and the 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 10.3 unless, at the time of such acceptance, such successor Owner Trustee shall be eligible pursuant to 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 Section 10.3, the Administrator shall mail notice of such appointment to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 Sections 10.01 or 10.02 shall execute, acknowledge and deliver to the Administrator Administrator, the Insurer and to its the predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, 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 reasonable fees and expenses, expenses (and the reasonable fees and expenses of its agents and counsel) deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, 10.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.310.03, the Administrator shall mail notice of such appointment thereof to all Certificateholdersthe Insurer, the Depositor, the Servicer, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the each Rating AgenciesAgency. If the Administrator shall fail to mail such notice within ten (10) 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 Administrator. Any successor Owner Trustee appointed pursuant to this Section 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator Transferor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, and the Administrator 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator Transferor shall mail notice of the appointment of such appointment successor Owner Trustee to all Certificateholdersthe Owner, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator Transferor shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorTransferor. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 9.03, such successor Owner Trustee shall file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee.

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, 9.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail notice of such acceptance of appointment including the name of such successor Owner Trustee to all Certificateholdersthe Transferor, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the each Rating AgenciesAgency. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.2 shall execute, acknowledge and deliver to the Administrator Owner and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator Owner 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 10.3 unless, 9.3 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.39.3, the Administrator Owner shall mail notice of such acceptance of appointment including the name of such successor Owner Trustee to all Certificateholdersthe Owner, the Indenture Trustee, Trustee and the Noteholders, the Swap Counterparty and the Rating Agencies. If the Administrator Owner shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorOwner. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 9.3, such successor Owner Trustee shall file an amendment to the Certificate of Trust with the Delaware Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Trust Agreement, and the 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 10.3 unless, 9.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.39.03, the Administrator Owner Trustee shall mail notice of such appointment thereof to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Note Insurer and the Rating Agencies. If Agencies and shall file a certificate of amendment to the Administrator shall fail to mail such notice within ten (10) days after acceptance Certificate of appointment by Trust reflecting the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator's name and address.

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, 9.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail notice of such acceptance of appointment including the name of such successor Owner Trustee to all Certificateholdersthe Transferor, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the each Rating AgenciesAgency. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 9.03, such successor Owner Trustee shall file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 Sections 10.01 or 10.02 shall execute, acknowledge and deliver to the Administrator Administrator, the Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses (and the fees and expenses of its agents and counsel) deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, 10.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.310.03, the Administrator shall mail notice of such appointment thereof to all Certificateholdersthe Insurer, the Depositor, the Servicer, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the each Rating AgenciesAgency. If the Administrator shall fail to mail such notice within ten (10) 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 Administrator. Any successor Owner Trustee appointed pursuant to this Section 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.2 shall execute, acknowledge and deliver to the Administrator Transferor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, 9.3 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.39.3, the Administrator Transferor shall mail notice of such acceptance of appointment including the name of such successor Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the each Rating AgenciesAgency. If the Administrator Transferor shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of Transferor. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 9.3, such successor Owner Trustee shall file an amendment to the AdministratorCertificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 15.09 shall execute, acknowledge acknowledge, and deliver to the Administrator Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, 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 Trustee. Any successor Owner TrusteeTrustee appointed hereunder shall file an amendment to the Certificate of Trust with the Delaware Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, 15.10 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware15.08. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.315.10, the Administrator Servicer shall mail notice of the successor of such appointment Owner Trustee under this Agreement to all Certificateholders, the Indenture Trustee, Trustee and to the Noteholders, Holder of the Swap Counterparty and Certificate at its address as shown in the Rating AgenciesCertificate Register. If the Administrator Servicer shall fail to mail such notice within ten (10) 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 AdministratorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator Transferor and to its predecessor Owner Trustee Trustee, an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, 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 Trustee, shall, upon payment receipt of its fees fees, expenses and expenses, indemnity due and owing to the Owner Trustee pursuant hereto deliver to the successor Owner Trustee all documents, statements statements, properties and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, 10.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.310.03, the Administrator shall mail notice of such appointment thereof to all Certificateholders, the Equity Certificateholder and the Indenture Trustee, the Noteholders, the Swap Counterparty and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorTransferor. Any successor Owner Trustee appointed pursuant to this Section 10.03 shall file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail notice of such appointment the successor of the Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty all Noteholders and the Rating Agencies. If the Administrator shall fail fails to mail such notice within ten (10) 10 days after acceptance of appointment by the (Nissan 2003-A Amended & Restated Trust Agreement) successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 15.09 shall execute, acknowledge acknowledge, and deliver to the Administrator Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed deed, or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. Any successor Owner Trustee appointed hereunder shall file an amendment to the Certificate of Trust with the Delaware Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware. The predecessor Owner Trustee shall, upon payment of its fees and expenses, shall deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, 15.10 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware15.08. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.315.10, the Administrator Servicer shall mail notice of the successor of such appointment Owner Trustee under this Agreement to all Certificateholders, the Indenture Trustee, Trustee and to the Noteholders, the Swap Counterparty and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense Holder of the Administrator.Certificate at its address as shown in the Certificate

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, Agreement and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. 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 Section 10.3Section, the Administrator shall mail notice of such appointment thereof to all Certificateholders, the Indenture Trustee, the NoteholdersInsurer, the Swap Counterparty Noteholders and the each Rating AgenciesAgency. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator Transferor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator 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 10.3 unless, 9.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.39.03, the Administrator Transferor shall mail notice of such acceptance of appointment including the name of such successor Owner Trustee to all Certificateholdersthe Transferor, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the each Rating AgenciesAgency. If the Administrator Transferor shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorTransferor. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 9.03, such successor Owner Trustee shall file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail notice of such appointment the successor of the Owner Trustee to all Certificateholders, the Indenture Trustee, the all Noteholders[, the Swap Counterparty Counterparty] and the Rating Agencies. If the Administrator shall fail fails to mail such notice within ten (10) 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 Administrator.. (Nissan _____ Amended and Restated Trust Agreement)

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator Transferor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, shall upon payment of its fees and expenses, expenses deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the Administrator Transferor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties duties, and obligations. The successor Owner Trustee shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware. No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, 9.03 unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware9.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator Transferor shall mail notice of such acceptance of appointment including the name of such successor Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the each Rating AgenciesAgency. If the Administrator Transferor shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorTransferor.

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 Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, documents and statements and monies held by it under this Agreement, ; and the 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 10.3 unless, unless at the time of such acceptance, acceptance such successor Owner Trustee shall be eligible pursuant to 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 Delaware10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3Section, the Administrator shall mail notice of such appointment thereof to all Certificateholders, the Master Servicer, the Indenture Trustee, the Noteholders, the Swap Counterparty Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) 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 Administrator. Any successor Owner Trustee appointed pursuant to this Section 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.