Common use of Merger or Consolidation of Owner Trustee Clause in Contracts

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, without any further act except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.1. The Owner Trustee shall provide the Administrator (who shall promptly forward to the Rating Agencies) with prior written notice of any such transaction. (b) If at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not delivered, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time any of the Certificates shall not have been authenticated, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If Any Person into which the Owner Trustee consolidates with, merges may be merged or converts intoconverted or with which it may be consolidated, or transfers any Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially all its of the corporate trust business or assets toof the Owner Trustee, another corporation or banking association, shall be the resulting, surviving or transferee corporation or banking associationsuccessor of the Owner Trustee hereunder, without the execution or filing of any instrument or any further act except on the filing part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, that such Person shall be eligible pursuant to Section 10.01; and, provided, further, that, so long as any Notes are Outstanding, the Owner Trustee shall mail notice of such merger or consolidation to the Transferor and the Administrator, and the Administrator shall provide a copy of such notice to the Rating Agencies. Any successor Owner Trustee as a result of a merger or consolidation shall promptly file an amendment to the Certificate of TrustTrust as required by the Delaware Statutory Trust Act and provide the Transferor in writing and in form and substance reasonably satisfactory to the Transferor, if required all information reasonably requested by the Transferor in order to comply with its reporting obligations under the Statutory Trust Statute, shall be Exchange Act with respect to the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.1. The Owner Trustee shall provide the Administrator (who shall promptly forward to the Rating Agencies) with prior written notice of any such transaction. (b) If any of the Certificates shall have been authenticated but not delivered at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not deliveredAgreement, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time . If any of the Certificates shall not have been authenticatedauthenticated upon such succession, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates Certificates shall have the full same force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking associationentity, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Delaware Statutory Trust StatuteAct, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.110.01. The Owner Trustee shall (i) provide the Administrator (who shall promptly forward to the Rating Agencies) Agencies with prior written notice of as soon as practicable after a public announcement is made regarding any such transaction, (ii) file an amendment to the Certificate of Trust as required by Section 10.03 (if required under the Delaware Statutory Trust Act) and (iii) provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the successor Owner Trustee. (b) If any of the Certificates shall have been authenticated but not delivered at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not deliveredAgreement, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time . If any of the Certificates shall not have been authenticatedauthenticated upon such succession, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases cases, such certificates Certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.1. The Owner Trustee shall provide the Administrator (who shall promptly forward to the Rating Agencies) Agencies with prior written notice of any such transaction. (b) If at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not delivered, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time any of the Certificates shall not have been authenticated, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking associationentity, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Delaware Statutory Trust StatuteAct, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.110.01. The Owner Trustee shall (i) provide the Administrator (who shall promptly forward to the Rating Agencies) Agencies with prior written notice of as soon as practicable after a public announcement is made regarding any such transaction, (ii) file an amendment to the Certificate of Trust as required by Section 10.03 (if required under the Delaware Statutory Trust Act) and (iii) provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the successor Owner Trustee. (b) If any of the Certificates shall have been authenticated but not delivered at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not deliveredAgreement, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time . If any of the Certificates shall not have been authenticatedauthenticated upon such succession, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.1. The Owner Trustee shall provide the Administrator (who shall promptly forward to the Rating Agencies) with prior written notice of any such transaction. (b) If at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not delivered, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time any of the Certificates shall not have been authenticated, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases cases, such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.1. The Owner Trustee shall provide the Administrator (who shall promptly forward to the Rating Agencies) with prior written notice of any such transaction. (b) If at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not delivered, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time any of the Certificates shall not have been authenticated, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.1. The Owner Trustee shall provide the Administrator (who shall promptly forward to the Rating Agencies) with prior written notice of any such transaction. (b) If at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not delivered, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time any of the Certificates shall not have been authenticated, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.1. The Owner Trustee shall provide the Rating Agencies and the Administrator (who shall promptly forward to the Rating Agencies) with prior written notice of any such transaction. (b) If at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not delivered, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time any of the Certificates shall not have been authenticated, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking associationentity, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.110.01. The Owner Trustee shall (i) provide the Administrator (who shall promptly forward to Rating Agencies that have provided ratings of the Rating Agencies) Notes with prior written notice of as soon as practicable after a public announcement is made regarding any such transaction, (ii) file an amendment to the Certificate of Trust as required by Section 9.03 (if required under the Statutory Trust Statute) and (iii) provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the successor Owner Trustee. (b) If any of the Certificates shall have been authenticated but not delivered at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not deliveredAgreement, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time . If any of the Certificates shall not have been authenticatedauthenticated upon such succession, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking associationentity, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Delaware Statutory Trust StatuteAct, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.110.01. The Owner Trustee shall shall (i) provide the Administrator (who shall promptly forward to the Rating Agencies) Agencies with prior written notice of as soon as practicable after a public announcement is made regarding any such transaction, (ii) file an amendment to the Certificate of Trust as required by Section 10.03 (if required under the Delaware Statutory Trust Act) and (iii) provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the successor Owner Trustee. (b) If any of the Certificates shall have been authenticated but not delivered at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not deliveredAgreement, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time . If any of the Certificates shall not have been authenticatedauthenticated upon such succession, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.110. 1. The Owner Trustee shall provide the Administrator (who shall promptly forward to the Rating Agencies) Agencies with prior written notice of any such transaction. (b) If at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not delivered, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time any of the Certificates shall not have been authenticated, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Business Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.110.01. The Owner Trustee shall provide the Administrator (who shall promptly forward to Rating Agencies and the Rating Agencies) Insurer with prior written notice of any such transaction. (b) If at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement Agreement, in case at that time any of the Certificates shall have been authenticated but not delivered, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time any of the Certificates shall not have been authenticated, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking associationPerson, the resulting, surviving or transferee corporation or banking association, Person without any further act except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; providedPROVIDED, howeverHOWEVER, that such corporation or banking association Person must be otherwise qualified and eligible under Section SECTION 10.1. The Owner Trustee shall provide the Administrator (who shall promptly forward to the Rating Agencies) Agencies with prior written notice of any such transaction. (b) If at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates a Depositor's Certificate shall have been authenticated but not delivered, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates the Depositor's Certificate so authenticated, and in case at that time any of the Certificates Depositor's Certificate shall not have been authenticated, any such successor to the Owner Trustee may authenticate such Certificates the Depositor's Certificate either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates certificate shall have the full force which the Certificates Depositor's Certificate or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking associationentity, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.110.01. The Owner Trustee shall (i) provide the Administrator (who shall promptly forward to Rating Agencies that have provided ratings of the Rating Agencies) Notes with prior written notice of as soon as practicable after a public announcement is made regarding any such transaction, (ii) file an amendment to the Certificate of Trust as required by Section 10.03 (if required under the Statutory Trust Statute) and (iii) provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the successor Owner Trustee. (b) If any of the Certificates shall have been authenticated but not delivered at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not deliveredAgreement, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time . If any of the Certificates shall not have been authenticatedauthenticated upon such succession, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Business Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.110. 1. The Owner Trustee shall provide the Administrator (who shall promptly forward to the Rating Agencies) Agencies with prior written notice of any such transaction. (b) If at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not delivered, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time any of the Certificates shall not have been authenticated, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking associationPerson, the resulting, surviving or transferee corporation or banking association, Person without any further act except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; providedPROVIDED, howeverHOWEVER, that such corporation or banking association Person must be otherwise qualified and eligible under Section 10.110. 1. The Owner Trustee shall provide the Administrator (who shall promptly forward to the Rating Agencies) Agencies with prior written notice of any such transaction. (b) If at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates a Depositor's Certificate shall have been authenticated but not delivered, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates the Depositor's Certificate so authenticated, and in case at that time any of the Certificates Depositor's Certificate shall not have been authenticated, any such successor to the Owner Trustee may authenticate such Certificates the Depositor's Certificate either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates certificate shall have the full force which the Certificates Depositor's Certificate or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking associationentity, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.110.01. The Owner Trustee shall (i) provide the Administrator (who shall promptly forward to the Rating Agencies) Agencies with prior written notice of as soon as practicable after a public announcement is made regarding any such transaction, (ii) file an amendment to the Certificate of Trust as required by Section 9.3 and (iii) provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the successor Owner Trustee. (b) If any of the Certificates shall have been authenticated but not delivered at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not deliveredAgreement, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time . If any of the Certificates shall not have been authenticatedauthenticated upon such succession, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Business Trust Statute, shall be the successor Owner Trustee; provided, however, -------- ------- that such corporation or banking association must be otherwise qualified and eligible under Section 10.110. 1. The Owner Trustee shall provide the Administrator (who shall promptly forward to the Rating Agencies) Agencies with prior written notice of any such transaction. (b) If at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not delivered, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time any of the Certificates shall not have been authenticated, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.

Merger or Consolidation of Owner Trustee. (a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking associationentity, the resulting, surviving or transferee corporation or banking association, association without any further act act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.110.01. The Owner Trustee shall (i) provide the Administrator (who shall promptly forward to Rating Agencies that have provided ratings of the Rating Agencies) Notes with prior written notice of as soon as practicable after a public announcement is made regarding any such transaction, (ii) file an amendment to the Certificate of Trust as required by Section 9.03 (if required under the Statutory Trust Statute) and (iii) provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligations under the Exchange Act with respect to the successor Owner Trustee. (b) If any of the Certificates shall have been authenticated but not delivered at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Trust Agreement any of the Certificates shall have been authenticated but not deliveredAgreement, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated, and in case at that time . If any of the Certificates shall not have been authenticatedauthenticated upon such succession, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee. In all such cases such certificates shall have the full force which the Certificates or this Trust Agreement provide that the certificate of the Owner Trustee shall have.