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, [the Securities Insurer] and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such Owner Trustee to all Owners, the Indenture Trustee, the Noteholders, [the Securities Insurer] and the Rating Agencies. If the Administrator fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and 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, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.1. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Administrator shall mail notice of the successor of such Owner Trustee appointment to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Swap Counterparty and the Rating Agencies. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)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 Trust Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and 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, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.1. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Administrator shall mail notice of the successor of such Owner Trustee appointment to all OwnersCertificateholders, the Indenture Trustee, the Noteholders[, [the Securities InsurerSwap Counterparty] and the Rating Agencies. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such Owner Trustee to all Ownersthe Certificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Swap Counterparty and the Rating Agencies. If the Administrator fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator, [Administrator and the Securities 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 the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the NoteholdersInsurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer), [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 AdministratorDepositor, [the Securities Insurer] Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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 unless at the time of such acceptance such successor Owner Trustee shall be eligible as a successor Owner Trustee pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Depositor shall mail notice of the successor of such Owner Trustee thereof to all OwnersCertificateholders, the Servicer, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator fails Depositor shall fail to mail such notice within 10 ten(10) days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)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, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Depositor shall mail notice of the successor of such Owner Trustee to all OwnersTrust Certificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Trustee and the each Rating AgenciesAgency. If the Administrator fails Depositor shall fail to mail such notice within 10 ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)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, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Depositor shall mail notice of the successor of such Owner Trustee to all OwnersTrust Certificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Trustee and the each Rating AgenciesAgency. If the Administrator fails Depositor shall fail to mail such notice within 10 ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. 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 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. 25 (Nissan 2013-B Amended & Restated Trust Agreement) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail or otherwise provide notice of the successor of such the Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the all Noteholders, [the Securities Insurer] and the Rating Agencies. If the Administrator fails to mail or otherwise provide such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed 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, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. 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 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. 25 (Nissan 2013-C Amended & Restated Trust Agreement) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail or otherwise provide notice of the successor of such the Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the all Noteholders, [the Securities Insurer] and the Rating Agencies. If the Administrator fails to mail or otherwise provide such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed 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, [the Securities Insurer] Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)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 27 (NALT 2021-A Amended and Restated Trust Agreement) predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Depositor shall mail notice of the successor of such Owner Trustee to all OwnersTrust Certificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Trustee and the each Rating AgenciesAgency. If the Administrator fails Depositor shall fail to mail such notice within 10 ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 11.02 shall execute, acknowledge and deliver to the AdministratorIssuer, [the Securities Insurer] Sponsor, the Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon thereupon, subject to the payment of all fees and expenses owed to the outgoing Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.111.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 11.03, the Administrator Sponsor shall mail notice of the successor of such Owner Trustee to all Ownersthe Certificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator Sponsor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 10.02 shall execute, acknowledge and deliver to the AdministratorDepositor, [the Securities Insurer] 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 the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Depositor shall mail notice of the successor appointment of such successor Owner Trustee to all Ownersthe Certificateholder, the Indenture Trustee, the NoteholdersAdministrator, [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator fails Depositor shall fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 Administrator, [the Securities Insurer] Trust Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Trust Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Trust Administrator shall mail notice of the successor of such Owner Trustee thereof to all OwnersCertificateholders, the Servicer, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the Rating Agencies. If the Trust Administrator fails shall fail to mail such notice within 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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, [the Securities Insurer] Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)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 27 (NALT 2019-A Amended and Restated Trust Agreement) Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Depositor shall mail notice of the successor of such Owner Trustee to all OwnersTrust Certificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Trustee and the each Rating AgenciesAgency. If the Administrator fails Depositor shall fail to mail such notice within 10 ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Administrator shall mail notice of such acceptance of appointment including the successor name of such successor Owner Trustee to all Ownersthe Transferors, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the each Note Rating AgenciesAgency. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 9.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)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 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 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, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Administrator Indenture Trustee shall mail notice of the successor of such Owner Trustee thereof to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Rating Agencies and the Rating AgenciesEnhancer. If the Administrator fails Indenture Trustee shall fail to mail such notice within 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. 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 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. 28 (NAROT 2017-C Amended & Restated Trust Agreement) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail or otherwise provide notice of the successor of such the Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] all Noteholders and the Rating Agencies. If the Administrator fails to mail or otherwise provide such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed or otherwise provided at the expense of the Administrator.

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, [the Securities Insurer] Servicer and to its the predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed 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. 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 deliver to the successor Owner Trustee all 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 15.13 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.115.11 hereof. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 15.13, the Administrator Servicer shall mail notice of the successor of such Owner Trustee under this Agreement to all Owners, 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 Securities Insurer] and the Rating AgenciesCertificate Register. If the Administrator fails Servicer shall fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. 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 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. (NAROT 2018-B Amended & Restated Trust Agreement) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail or otherwise provide notice of the successor of such the Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] all Noteholders and the Rating Agencies. If the Administrator fails to mail or otherwise provide such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed 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, [the Securities Insurer] Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)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 27 (NALT 2022-A Amended and Restated Trust Agreement) predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Depositor shall mail notice of the successor of such Owner Trustee to all OwnersTrust Certificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Trustee and the each Rating AgenciesAgency. If the Administrator fails Depositor shall fail to mail such notice within 10 ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. 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 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail or otherwise provide notice of the successor of such the Owner Trustee to 28 (Nissan 2017-B Amended & Restated Trust Agreement) all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] all Noteholders and the Rating Agencies. If the Administrator fails to mail or otherwise provide such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed 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, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such the Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] all Noteholders and the Rating Agencies. If the (Nissan 2005-A Amended & Restated Trust Agreement) Administrator fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.2 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Transferor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 9.3 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.3, the Administrator Transferor shall mail notice of such acceptance of appointment including the successor name of such successor Owner Trustee to all Owners, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the each Rating AgenciesAgency. If the Administrator fails Transferor shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of 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 15.12 shall execute, acknowledge acknowledge, and deliver to the Administrator, [the Securities Insurer] Servicer and to its the predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed 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. 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 deliver to the successor Owner Trustee all 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 15.13 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.115.11. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 15.13, the Administrator Servicer shall mail notice of the successor of such Owner Trustee under this Agreement to all Owners, the Indenture Trustee, Trustee and to the Noteholders, [Holder of the Securities Insurer] and Certificate at its address as shown in the Rating AgenciesCertificate Register. If the Administrator fails Servicer shall fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 AdministratorDepositor, [the Securities Insurer] Certificateholders and to its predecessor Owner Trustee Trustee, with a copy thereof delivered to the Administrator, an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Depositor shall mail notice of the successor appointment of such successor Owner Trustee to all Ownersthe Certificateholders, the Indenture Trustee, the NoteholdersAdministrator, [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator fails Depositor shall fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Transferor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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, 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 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Transferor shall mail notice of such acceptance of appointment including the successor name of such successor Owner Trustee to all Owners, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the each Rating AgenciesAgency. If the Administrator fails Transferor shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorTransferor.

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of such acceptance of appointment including the successor name of such successor Owner Trustee to all Ownersthe Transferor, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the each Rating AgenciesAgency. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 15.09 shall execute, acknowledge acknowledge, and deliver to the Administrator, [the Securities Insurer] Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed 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 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 deliver to the successor Owner Trustee all 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 15.10 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.115.08. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 15.10, the Administrator Servicer shall mail notice of the successor of such Owner Trustee under this Agreement to all Owners, the Indenture Trustee, Trustee and to the Noteholders, [Holder of the Securities Insurer] and Certificate at its address as shown in the Rating AgenciesCertificate Register. If the Administrator fails Servicer shall fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)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 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 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, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Administrator Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Note Insurer and the Rating Agencies. If Agencies and shall file a certificate of amendment to the Administrator fails to mail such notice within 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 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and 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, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.1. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Administrator shall mail notice of the successor of such Owner Trustee appointment to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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, [the Securities Insurer] Insurer and to its the predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)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 reasonable fees and expenses (and the reasonable fees and expenses of its agents and counsel) deliver to the successor Owner Trustee all 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 10.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.03, the Administrator shall mail notice of thereof to the successor of such Owner Trustee to all OwnersInsurer, the Depositor, the Servicer, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the each Rating AgenciesAgency. If the Administrator fails shall fail to mail such notice within 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 AdministratorTransferor, [the Securities Insurer] Certificateholders, the Servicer, the Note Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator Transferor, the Certificateholders and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, (i) the Administrator Servicer shall mail notice of the successor of such Owner Trustee to all Ownersthe Certificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the Rating AgenciesAgencies and (ii) the successor Owner Trustee shall file an amendment to the Certificate of Trust with the secretary of State identifying its name and principal place of business in the State of Delaware. If the Administrator fails Servicer shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorServicer. SECTION 9.4.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such the Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] all Noteholders and the Rating Agencies. If the Administrator fails to mail such notice within 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, [the Securities Insurer] Depositor and to its predecessor Owner Trustee Trustee, an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer), 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 receipt of fees, expenses and indemnity due and owing to the Owner Trustee shall upon payment of its fees and expenses pursuant hereto deliver to the successor Owner Trustee all 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 10.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.03, the Administrator shall mail notice of thereof to the successor of such Owner Trustee to all OwnersEquity Certificateholder, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the each Rating AgenciesAgency. If the Administrator fails shall fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; , and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 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 reflecting the name and principal place of business of such succession in the state of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Administrator shall mail notice of the successor of such Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.. SECTION 10.4

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Transferor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Administrator Transferor shall mail notice of such acceptance of appointment including the successor name of such successor Owner Trustee to all Ownersthe Transferor, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the each Rating AgenciesAgency. If the Administrator fails Transferor shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 14.09 shall execute, acknowledge acknowledge, and deliver to the Administrator, [the Securities Insurer] Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed 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. 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 deliver to the successor Owner Trustee all 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 14.10 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.114.08. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 14.10, the Administrator Servicer shall mail notice of the successor of such Owner Trustee under this Agreement to all Owners, the Indenture Trustee, Trustee and to the Noteholders, [Holder of the Securities Insurer] and Certificate at its address as shown in the Rating AgenciesCertificate Register. If the Administrator fails Servicer shall fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorServicer.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the AdministratorSeller, [the Securities Insurer] Indenture Trustee, the Note Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Note Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Seller shall mail notice of the successor of such Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the NoteholdersOwners of the Notes, [the Securities Insurer] Note Insurer and the Rating Agencies. If the Administrator Seller fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorSeller.

Successor Owner Trustee. Any successor Owner Trustee ----------------------- appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; 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 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Any successor Owner Trustee appointed pursuant to this Section shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such Owner Trustee thereof to all OwnersCertificateholders, the Indenture Trustee, the NoteholdersInsurer, [the Securities Insurer] Noteholders and the each Rating AgenciesAgency. If the Administrator fails shall fail to mail such notice within 10 ten days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such the Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] all Noteholders and the Rating Agencies. If the Administrator fails to mail such notice within 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 shall execute, acknowledge and deliver to the Administrator[, [the Securities Insurer] and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee [(if acceptable to the Securities Insurer)], without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such Owner Trustee to all Owners, the Indenture Trustee, the Noteholders[, [the Securities Insurer] and the Rating Agencies. If the Administrator fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon thereupon, subject to the payment of all fees and expenses owed to the outgoing Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.03, the Administrator Depositor shall mail notice of the successor of such Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Paying Agent and the Rating AgenciesNoteholders. If the Administrator Depositor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 9.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Indenture Trustee and to its predecessor Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)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 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 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, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.03, the Administrator such successor Owner Trustee shall mail notice of the successor of such Owner Trustee thereof to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Note Insurer and the Rating Agencies. If Agencies and shall file a certificate of amendment to the Administrator fails to mail such notice within 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 9.2 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Owner and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 9.3 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.3, the Administrator Owner shall mail notice of such acceptance of appointment including the successor name of such successor Owner Trustee to all Ownersthe Owner, the Indenture Trustee, Trustee and the Noteholders, [the Securities Insurer] and the Rating Agencies. If the Administrator fails Owner shall fail to mail such notice within 10 ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 Sections 10.01 or 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)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 reasonable fees and expenses (and the reasonable fees and expenses of its agents and counsel) deliver to the successor Owner Trustee all 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, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 10.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.03, the Administrator shall mail notice of thereof to the successor of such Owner Trustee to all OwnersInsurer, the Depositor, the Servicer, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the each Rating AgenciesAgency. If the Administrator fails shall fail to mail such notice within 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 10.01 or 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such Owner Trustee thereof to all OwnersCertificateholders, the Master Servicer, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator fails shall fail to mail such notice within 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 AdministratorDepositor, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)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 the Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Depositor shall mail (or shall cause to be mailed) notice of the successor of such the Owner Trustee to all Ownersthe Certificateholder, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and each of the Rating Agencies. If the Administrator fails Depositor shall fail to mail (or cause to be mailed) such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 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, [the Securities Insurer] and to its predecessor in connection with Owner Trustee an instrument accepting such Participant’s appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such a successor Owner Trustee (if acceptable to Trustee, the Securities Insurer), without expenses incurred in connection therewith and any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its incremental increase in fees and expenses deliver payable to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1. Upon acceptance of appointment paid by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such Owner Trustee to all Owners, the Indenture Trustee, the Noteholders, [the Securities Insurer] and the Rating Agencies. If the Administrator fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorParticipant.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Transferor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; , and the 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Transferor shall mail notice of the successor appointment of such successor Owner Trustee to all Ownersthe Owner, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator fails Transferor shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 shall execute, acknowledge and deliver to the AdministratorDepositor, [the Securities Insurer] Indenture Trustee, the Bond Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Bond Insurer), without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator Depositor shall mail notice of the successor of such Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the NoteholdersBondholders, [the Securities Insurer] Bond Insurer and the Rating Agencies. If the Administrator Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the AdministratorDepositor.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 15.09 shall execute, acknowledge acknowledge, and deliver to the Administrator, [the Securities Insurer] Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed 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. 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 deliver to the successor Owner Trustee all 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 15.10 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.115.08. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 15.10, the Administrator Servicer shall mail notice of the successor of such Owner Trustee under this Agreement to all Owners, the Indenture Trustee, Trustee and to the Noteholders, [the Securities Insurer] and the Rating Agencies. If the Administrator fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense 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 Sections 10.01 or 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Insurer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)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 (and the fees and expenses of its agents and counsel) deliver to the successor Owner Trustee all 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 10.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.03, the Administrator shall mail notice of thereof to the successor of such Owner Trustee to all OwnersInsurer, the Depositor, the Servicer, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the each Rating AgenciesAgency. If the Administrator fails shall fail to mail such notice within 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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 9.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of such acceptance of appointment including the successor name of such successor Owner Trustee to all Ownersthe Transferor, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the each Rating AgenciesAgency. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed ----------------------- pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and 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, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.1. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Administrator shall mail notice of the successor of such Owner Trustee appointment to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and 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, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.1. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Administrator shall mail notice of the successor of such Owner Trustee appointment to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to meet the criteria for eligibility set forth in Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such the Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, all Noteholders[, the Noteholders, [the Securities InsurerSwap Counterparty] and the Rating Agencies. If the Administrator fails to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.. (Nissan _____ Amended and Restated Trust Agreement)

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, [the Securities Insurer] Insurer and to its the predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)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 reasonable fees and expenses (and the reasonable fees and expenses of its agents and counsel) deliver to the successor Owner Trustee all 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 10.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.03, the Administrator shall mail notice of thereof to the successor of such Owner Trustee to all OwnersInsurer, the Depositor, the Servicer, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the each Rating AgenciesAgency. If the Administrator fails shall fail to mail such notice within 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and 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, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.1. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Administrator shall mail notice of the successor of such Owner Trustee appointment to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities InsurerSwap Counterparty] and the Rating Agencies. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 9.2 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Transferor and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 9.3 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.19.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 9.3, the Administrator Transferor shall mail notice of such acceptance of appointment including the successor name of such successor Owner Trustee to all Owners, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the each Rating AgenciesAgency. If the Administrator fails Transferor shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of 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 10.02 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Transferor and to its predecessor Owner Trustee Trustee, an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer), 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 receipt of fees, expenses and indemnity due and owing to the Owner Trustee shall upon payment of its fees and expenses pursuant hereto deliver to the successor Owner Trustee all documents and statements documents, 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, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section 10.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.110.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.03, the Administrator shall mail notice of thereof to the successor of such Owner Trustee to all Owners, Equity Certificateholder and the Indenture Trustee, the Noteholders, [the Securities Insurer] and the Rating Agencies. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon . Upon the resignation or removal of the predecessor Owner Trustee shall become becoming effective and pursuant to Section 10.2, such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; , and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.1. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Administrator shall mail notice of the successor of such Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective effective, and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; , and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 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 reflecting the name and principal place of business of such succession in the state of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Administrator shall mail notice of the successor of such Owner Trustee to all OwnersCertificateholders, the Indenture Trustee, the Noteholders, [the Securities Insurer] Noteholders and the Rating Agencies. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the 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, [the Securities Insurer] Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee (if acceptable to the Securities Insurer)Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall shall, upon payment of its fees and expenses expenses, deliver to the successor Owner Trustee all documents and 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, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless 10.3 unless, at the time of such acceptance acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.1. Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware. Upon acceptance of appointment by a successor Owner Trustee pursuant to this SectionSection 10.3, the Administrator shall mail notice of the successor of such Owner Trustee appointment to all OwnersCertificateholders, the Indenture Trustee, the Noteholders[, [the Securities InsurerSwap Counterparty] and the Rating Agencies. If the Administrator fails shall fail to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.