Common use of Prior Notice to Certificateholders with Respect to Certain Matters Clause in Contracts

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or appointment (fi) the appointment pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesMortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; and (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 10 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesContracts) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesContracts); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; and (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is not required and but such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Administration Agreement, except other than to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing Agreement; orCertificateholders; (f) the appointment (i) pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify ; or (g) the Certificateholders amendment of the Sale and Servicing Agreement in writing circumstances where the consent of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereofNoteholder is required.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given shall not have notified the Owner Trustee in writing that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (cb) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affects affect the interest interests of the Certificateholders; (ed) the amendment, change or modification of the Sale and Servicing Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing AgreementCertificateholders; or (fe) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders of Certificates representing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit Proceeding by the Issuer Trust (except claims or lawsuits Proceedings brought in connection with the collection of cash distributions due and owing under the ReceivablesMortgage Loans) and the compromise of any material action, claim or lawsuit Proceeding brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits Proceedings for collection of cash distributions due and owing under the ReceivablesMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is required; (d) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect Subject to the following mattersprovisions and limitations of Section 4.04, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action with respect to the following matters the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Majority Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise settlement of any material actionProceeding, investigation or claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned Issuer, in each case other than claims or lawsuits brought by the Servicer on behalf of the Issuer for collection of the Receivables)Receivables and the Financed Vehicles; (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder (i) is required; required or (dii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (ed) the amendment, change or modification amendment of the Sale and Servicing Administration Agreement, except to cure any amendment where ambiguity or mistake or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing AgreementCertificateholders; or (fe) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesGrantor Trust Certificate) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesGrantor Trust Certificate); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; and (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Rating Agencies that have provided ratings of the Notes, in writing of the proposed action and the Certificateholders evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise settlement of any material action, proceeding, investigation, claim or lawsuit brought by or against the Issuer Issuer, in each case (except with respect to the aforementioned claims or lawsuits for collection by the Master Servicer of the ReceivablesReceivables brought by the Issuer); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment, change or modification amendment of the Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing AgreementCertificateholders; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) Trust and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables)Trust; (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; and (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Certificate Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesMortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; and (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee securities administrator or indenture trustee or pursuant to this Trust Agreement of a successor securities administrator or the consent to the assignment by the Note Registrar, the Paying Agent, the Securities Administrator or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect Subject to the following mattersprovisions and limitations of Section 4.04, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action with respect to the following matters the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and Holders of Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise settlement of any material actionProceeding, investigation or claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned Issuer, in each case other than claims or lawsuits brought by the Servicer on behalf of the Issuer for collection of the Receivables)Receivables and the Financed Equipment; (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder (i) is required; required or (dii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (ed) the amendment, change or modification amendment of the Sale and Servicing Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing AgreementCertificateholders; or (fe) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables);; 13 (NAROT 2023-B Amended & Restated Trust Agreement) (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or appointment (fi) the appointment pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Eligible Lender Trustee shall not take action unless at least 30 days before the taking of such action, action the Owner Eligible Lender Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders Majority Certificateholder shall not have notified the Owner Eligible Lender Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have the Majority Certificateholder has withheld consent or provided alternative directionconsent: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesFinanced Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesFinanced Student Loans); (b) the election amendment of the Indenture or the Terms Supplement by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute)a supplemental indenture; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Administration Agreement; or (fd) the appointment pursuant to the Indenture or the Terms Supplement of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent, or the consent to the assignment by the Note Registrar, the Certificate Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:: 13 (NAROT 2022-B Amended & Restated Trust Agreement) (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or appointment (fi) the appointment pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:: 13 (NAROT 2020-B Amended & Restated Trust Agreement) (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or appointment (fi) the appointment pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder [or the [Swap Counterparty][Cap Provider]] is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or appointment (fi) the appointment pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or appointment (fi) the appointment pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.12 (Nissan 2016-A Amended & Restated Trust Agreement)

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:: 11 (Nissan 2013-B Amended & Restated Trust Agreement) (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or appointment (fi) the appointment pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Bond Insurer in writing of the proposed action and the Certificateholders and the Bond Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders and the Bond Insurer have withheld consent or provided alternative direction:direction (provided, however, that any direction by the Certificateholders shall require the prior consent of the Bond Insurer): (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesMortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or other change to this Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder or the Bond Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or other change to this Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder or the Bond Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Bond Registrar, Paying Agent or Indenture Trustee or, pursuant to this Trust Agreement, of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify ; (f) the Certificateholders in writing consent to the calling or waiver of any appointment default under any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Trust Agreement; (k) perform any act that conflicts with any other Basic Document; (l) perform any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (m) confess a successor Paying Agent, Authenticating Agent judgment against the Trust; (n) possess Trust assets or Certificate Registrar within five Business Days thereofassign the Trust's right to property for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those enumerated in this Trust Agreement.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or appointment (fi) the appointment pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders of Certificates representing a majority of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit Proceeding by the Issuer Trust (except claims or lawsuits Proceedings brought in connection with the collection of cash distributions due and owing under the ReceivablesMortgage Loans) and the compromise of any material action, claim or lawsuit Proceeding brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits Proceedings for collection of cash distributions due and owing under the ReceivablesMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is required; (d) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders of Certificates representing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit Proceeding by the Issuer Trust (except claims or lawsuits Proceedings brought in connection with the collection of cash distributions due and owing under the ReceivablesMortgage Loans) and the compromise of any material action, claim or lawsuit Proceeding brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits Proceedings for collection of cash distributions due and owing under the ReceivablesMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is required; (d) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (I) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Rating Agencies in writing of the proposed action and (II) Certificateholders holding not less than a majority of the Certificateholders aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where the consent of ambiguity or to amend or supplement any Certificateholder is provision in a manner or to add any provision that would not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.materially adverse-

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such 11 (Nissan 2015-A Amended & Restated Trust Agreement) agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or appointment (fi) the appointment pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with by the collection Servicer on behalf of the ReceivablesTitling Trust and Persons having interests in the 201[__]-[__] Exchange Note to collect amounts owed under a 201[__]-[__] Lease or in respect of a 201[__]-[__] Vehicle) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables201[__]-[__] Leases and the 201[__]-[__] Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing 201[__]-[__] Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing Agreement; orCertificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Note Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:: 11 (Nissan 2014-A Amended & Restated Trust Agreement) (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or appointment (fi) the appointment pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Bond Insurer in writing of the proposed action and the Certificateholders and the Bond Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders and the Bond Insurer have withheld consent or provided alternative direction:direction (provided, however, that any direction by the Certificateholders shall require the prior consent of the Bond Insurer): (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection collec- tion of cash distributions due and owing under the ReceivablesMortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or other change to this Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder or the Bond Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or other change to this Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder or the Bond Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor succes- sor Bond Registrar, Paying Agent or Indenture Trustee or, pursuant to this Trust Agreement, of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify ; (f) the Certificateholders in writing consent to the calling or waiver of any appointment default under any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Trust Agreement; (k) perform any act that conflicts with any other Basic Document; (l) perform any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (m) confess a successor Paying Agent, Authenticating Agent judgment against the Trust; (n) possess Trust assets or Certificate Registrar within five Business Days thereofassign the Trust's right to property for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those enumerated in this Trust Agreement.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders of Certificates representing a majority of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit Proceeding by the Issuer Trust (except claims or lawsuits Proceedings brought in connection with the collection of cash distributions due and owing under the ReceivablesHome Loans) and the compromise of any material action, claim or lawsuit Proceeding brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits Proceedings for collection of cash distributions due and owing under the ReceivablesHome Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is required; (d) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and Certificateholders holding in aggregate a 100% Percentage Interest in the Certificateholders Trust Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent consented to such action or provided alternative direction: (a) the The initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesCollateral) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesCollateral); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholdersrequired; (e) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Sale and Servicing Administration Agreement, except to cure any amendment where ambiguity; (g) the consent amendment, change or modification of any Certificateholder is not required under the Yield Maintenance Agreement, except to comply with the terms of specified in the Sale and Servicing Agreement; orProspectus; (fh) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Agreement, as applicable; (i) the consent to the calling or waiver of any default of any Operative Agreement; (j) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (k) except as provided in Article VIII hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (l) the merger, conversion or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (m) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement or the Operative Agreements; (n) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (o) the confession of a judgment against the Trust; (p) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (q) the lending of funds by the Trust to any entity. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. The Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Operative Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Statutory Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. The Owner Trustee shall notify not have the Certificateholders in writing power, except upon the written direction of any appointment the 100% Percentage Interest of a successor Paying AgentHolders of Trust Certificates, Authenticating Agent and to the extent otherwise consistent with the Operative Agreements, to remove or Certificate Registrar within five Business Days thereofreplace the Indenture Trustee.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owning under the ReceivablesMortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owning under the ReceivablesMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (fe) the appointment pursuant to the Indenture of a successor Bond Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with by the collection Servicer on behalf of the ReceivablesTitling Trust and Persons having interests in the 20[__]-[_] Exchange Note to collect amounts owed under a 20[__]-[_] Lease or in respect of a 20[__]-[_] Vehicle) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables20[__]-[_] Leases and the 20[__]-[_] Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing 20[__]-[_] Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing Agreement; orCertificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Note Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or shall not have provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute)Trust; (c) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder the Interestholders or the satisfaction of the Rating Agency Condition is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder the Interestholders or the satisfaction of the Rating Agency Condition is not required and such amendment materially adversely affects the interest interests of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture this Agreement of a successor Indenture Trustee Certificate Registrar or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority of the Certificateholders aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: : (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the Receivables); ; (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); ; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; ; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; ; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing AgreementCertificateholders; or or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) : the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesMortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesMortgage Loans); (b) ; the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) ; the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) ; the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale ; and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is not required and but such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Administration Agreement, except other than to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing AgreementCertificateholders; or13 (Nissan 2005-B (f) the appointment (i) pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify ; or (g) the Certificateholders amendment of the Sale and Servicing Agreement in writing circumstances where the consent of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereofNoteholder is required.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (I) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Rating Agencies in writing of the proposed action and (II) Certificate-holders holding not less than a majority of the Certificateholders Aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where the consent of ambiguity or to amend or supplement any Certificateholder is provision in a manner or to add any provision that would not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.materially adversely

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Bond Insurer in writing of the proposed action and the Certificateholders and the Bond Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders certificateholders and the Bond Insurer have withheld consent or provided alternative direction:direction (provided, however, that any direction by the Certificateholders shall require the prior consent of the Bond Insurer): (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection collec- tion of cash distributions due and owing under the ReceivablesMortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or other change to this Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder or the Bond Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or other change to this Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder or the Bond Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor succes- sor Bond Registrar, Paying Agent or Indenture Trustee or, pursuant to this Trust Agreement, of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify ; (f) the Certificateholders in writing consent to the calling or waiver of any appointment default under any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Trust Agreement; (k) perform any act that conflicts with any other Basic Document; (l) perform any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (m) confess a successor Paying Agent, Authenticating Agent judgment against the Trust; (n) possess Trust assets or Certificate Registrar within five Business Days thereofassign the Trust's right to property for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those enumerated in this Trust Agreement.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for brought in connection with the collection of the Receivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; (ed) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing Agreement; orCertificateholders; (fe) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (f) except as provided in this Agreement, dissolve, terminate or liquidate the Trust in whole or in part; (g) merge or consolidate the Issuer with or into any other entity, or convey or transfer all or substantially all of the Issuer’s assets to any other entity; (h) cause the Issuer to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (i) perform any act that to the actual knowledge of a Responsible Officer of the Owner Trustee conflicts with any of the Basic Documents; (j) perform any act which would make it impossible to carry on the ordinary business of the Issuer as described in this Agreement; (k) confess a judgment against the Issuer; (l) cause the Issuer to lend any funds to any entity; (m) change the Issuer’s purpose and powers from those enumerated in this Agreement; or (n) possess Trust assets or assign the Issuer’s right to property for other than a Trust purpose. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is not required and but such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Administration Agreement, except other than to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing AgreementCertificateholders; or13 (Nissan 2006-A (f) the appointment (i) pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify ; or (g) the Certificateholders amendment of the Sale and Servicing Agreement in writing circumstances where the consent of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereofNoteholder is required.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Rating Agencies in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have has withheld consent or provided alternative direction: (ai) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesFinanced Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesStudent Loans); (bii) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute)Trust; (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (div) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (ev) the amendment, change or modification of the Sale and Servicing Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing AgreementCertificateholders; or (fvi) the appointment pursuant to the Indenture of a successor Certificate, Registrar, successor Note Registrar or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the Registrar or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereofIndenture.

Prior Notice to Certificateholders with Respect to Certain Matters. It is the intention of the Depositor and the Certificateholders that the powers and duties of the Owner Trustee are ministerial only and that any non-ministerial action (including the taking of any legal action) may only be taken by the Owner Trustee in accordance with this Section 4.1. With respect to the following matters, the Owner Trustee shall not take action unless unless, (I) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (II) Certificateholders holding not less than a majority of the Certificateholders Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affects affect the interest interests of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder [or the [Swap Counterparty][Cap Provider]] is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or appointment (fi) the appointment pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and Certificateholders holding in aggregate a 100% Percentage Interest in the Certificateholders Trust Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent consented to such action or provided alternative direction: (a) the The initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesCollateral) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesCollateral); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholdersrequired; (e) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Sale and Servicing Administration Agreement, except to cure any amendment where ambiguity; (g) the consent amendment, change or modification of any Certificateholder is not required under Yield Maintenance Agreement, except to comply with the terms of specified in the Sale and Servicing Agreement; orProspectus; (fh) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Agreement, as applicable; (i) the consent to the calling or waiver of any default of any Operative Agreement; (j) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (k) except as provided in Article VIII hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (l) the merger, conversion or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (m) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement or the Operative Agreements; (n) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (o) the confession of a judgment against the Trust; (p) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (q) the lending of funds by the Trust to any entity. The Owner Trustee shall notify not be obligated to procure any required prior written consent of the Certificateholders in writing Noteholders to any such action and to the extent such consent is required and is not provided to the Owner Trustee, the Owner Trustee shall be under no obligation to take, or refrain from taking, any action with respect to such matters. In addition, the Trust shall not commingle its assets with those of any appointment other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. The Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Operative Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Statutory Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a successor Paying Agentdivision of any other person or entity. For accounting purposes, Authenticating Agent the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. The Owner Trustee shall not have the power, except upon the written direction of the 100% Percentage Interest of Holders of Trust Certificates, and to the extent otherwise consistent with the Operative Agreements, to remove or Certificate Registrar within five Business Days thereofreplace the Indenture Trustee.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Certificateholder in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) Trust and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables)Trust; (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; and (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Certificate Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Indenture Trustee in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing writing, with copy to the Indenture Trustee, prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesMortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesHELOCs); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;Certificateholders or any REMIC created pursuant to the Indenture; and (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with by the collection Servicer on behalf of the ReceivablesTitling Trust and Persons having interests in the 20[__]-[_] Exchange Note to collect amounts owed under a 20[__]-[_] Lease or in respect of a 20[__]-[_] Vehicle) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables20[__]-[_] Leases and the 20[__]-[_] Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing 20[__]-[_] Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing Agreement; orCertificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Note Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (I) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Rating Agencies in writing of the proposed action and (II) Certificate-holders holding not less than a majority of the Certificateholders Aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned afore mentioned claims or lawsuits for collection by the Servicer of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing AgreementCertificateholders; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Note Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. It is the intention of the Depositor and the Certificateholders that the powers and duties of the Owner Trustee are ministerial only and that any non-ministerial action (including the taking of any legal action) may only be taken by the Owner Trustee in accordance with this Section 4.1. With respect to the following matters, the Owner Trustee shall not take action unless (I) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (II) Class D Certificateholders holding not less than a majority of the Certificateholders Certificate Balance and holders of Class E Certificates evidencing at least an aggregate 51% Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought by [a] [the] Servicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection by [a] [the] Servicer of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affects affect the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent interests of any Certificateholder is not required under the terms of the Sale and Servicing AgreementCertificateholders; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (cb) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affects affect the interest interests of the Certificateholders; (ed) the amendment, change or modification of the Sale and Servicing Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing AgreementCertificateholders; or (fe) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. (a) With respect to the following matters, the Owner Trustee shall not take action action, and the Certificateholders shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Initial Class A Certificateholder in writing of the proposed action and the Majority Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or the Certificateholders have provided alternative direction: (ai) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesLoans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesLoans); (bii) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (ciii) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Certificateholder is required; (div) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Certificateholder is not required and such amendment materially adversely affects the interest of the Certificateholders; (ev) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.or Payment Agent;

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and Holders of Certificates representing at least a majority of the Certificateholders aggregate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesMortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (fe) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent, or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee Indenture Trustee, the Certificate Registrar or the Certificate Registrar Paying Agent of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Security Insurer in writing of the proposed action and neither the Certificateholders (in accordance with Section 4.5) nor (so long as an Insurer Default shall not have occurred) the Security Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have it has withheld consent or provided alternative direction:direction (provided that no consent or direction of the Certificateholders pursuant to this Section 4.1 shall be effective without the consent of the Security Insurer so long as an Insurer Default shall not have occurred and be continuing): (a) the initiation of any material claim or lawsuit by the Issuer (Trust except claims or lawsuits brought in connection with the collection of the Receivables) Receivables and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteStatute or unless such amendment would not materially and adversely affect the interests of the Certificateholders); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Security Insurer is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:: 11 (Nissan 20[ ]-[ ] Amended & Restated Trust Agreement) (a) the initiation of any material claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder [or the [Swap Counterparty][Cap Provider]] is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;; or (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or appointment (fi) the appointment pursuant to the Indenture of a successor Indenture Trustee Note Registrar or the Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 10 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesAssets) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesAssets); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; ; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.and

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or shall not have provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesTrust Estate) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesTrust Estate); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute)[reserved]; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Management Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner, or add any provision, that would not materially adversely affect the consent of any Certificateholder is not required under the terms interests of the Sale and Servicing AgreementCertificateholders; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. It is the intention of the Depositor and the Certificateholders that the powers and duties of the Owner Trustee are ministerial only and that any non-ministerial action (including the taking of any legal action) may only be taken by the Owner Trustee in accordance with this Section 4.1. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders [holding not less than a majority of the Certificateholders [Percentage Interests evidenced by the Certificates] [Certificate Balance] shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affects affect the interest interests of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.